Cera Sanitaryware Limited

Present Board of Directors

Shri Vikram Somany - Chairman and Managing Director
Smt. Deepshikha Khaitan - Vice Chairperson (Non-Executive)
Shri Sajan Kumar Pasari
Dr. K. N. Maiti
Shri Lalit Kumar Bohania
Shri Govindbhai P. Patel
Shri Atul Sanghvi - Executive Director

Bankers
State Bank of India

Auditors
H. V. Vasa & Co.,
Chartered Accountants,
B-2, "Usha Kiran", Opp. Khanpur Gate,
Ahmedabad - 380 001.

Registered Office
9, GIDC Industrial Estate, Kadi-382 715, Dist. Mehsana, Gujarat, India.
www.cera-india.com; Phone : (02764) 242329, 262619, 262638; Fax : (02764) 242465
E-mail : kadi@cera-india.com; CIN : L26910GJ1998PLC034400

Sales & Marketing Office

"Madhusudan House", Opp. Navrangpura Telephone Exchange, Ahmedabad - 380 006.

Works
1) Sanitaryware and Faucetware Plants :
9, GIDC Industrial Estate, Kadi-382 715, Dist. Mehsana, Gujarat.
2) Wind Farms :
a) Vill. Lamba & Patelka, Tal. Kalyanpur, Dist. Jamnagar, Gujarat.
b) Vill. & Tal. Kalyanpur, Dist. Jamnagar, Gujarat.
c) Vill. Kadoli, Tal. Abdasa, Dist. Kutch, Gujarat.
d) Vill. Jivapar (Anandpar),Tal. Chotila, Dist. Surendranagar, Gujarat.
e) Vill. Mota Gunda, Tal. Bhanwad, Dist. Devbhumi Dwarka, Gujarat.
f) Vill. Navagam, Tal. Bhanwad, Dist. Devbhumi Dwarka, Gujarat.

Registrar & Share Transfer Agent

MCS Share Transfer Agent Limited,
201, Shatdal Complex, 2nd Floor, Opp. Bata Show Room, Ashram Road, Ahmedabad - 380 009.

President & Company Secretary

Narendra N. Patel

Contents Page No.

Notice 2
Directors' Report 7
Corporate Governance Report 27
Secretarial Audit Report 34
Independent Auditors' Report 36
Balance Sheet 40
Statement of Profit & Loss 41
Cash Flow Statement 42
Notes forming part of the Financial Statements 43
Independent Auditors' Report (Consolidated) 56
Consolidated Financial Statements 59

Annual General Meeting at 11.30 a.m. on Friday,

the 29th day of July, 2016 at the Registered Office.
1
Annual Report 2015-2016
N O TI CE
Notice is hereby given that the 18th Annual General Meeting of the Company and Anjani Tiles Limited (Subsidiary Company) for
Members of CERA SANITARYWARE LIMITED will be held at 11.30 an amount not exceeding in aggregate ` 150 Crore (Rupees
a.m. on Friday, the 29th day of July, 2016 at the Registered Office of One Hundred and Fifty Crore only) in each financial year for
the Company at 9, GIDC Industrial Estate, Kadi – 382 715, Dist. two years.
Mehsana, to transact the following business:
RESOLVED FURTHER THAT the Board of Directors of the
ORDINARY BUSINESS Company be and is hereby authorized to do all acts and take
all such steps as may be necessary or expedient to give
1. To receive, consider and adopt the financial statements of the effect to this resolution.”
Company for the year ended 31 st March, 2016 including
statement of Audited Profit and Loss and Cashflow Statement 7. To consider and, if thought fit, to pass with or without
for the year ended 31st March, 2016, Balance Sheet as at that modification the following resolution as an ordinary resolution.
date and the Directors’ and Auditors’ Reports thereon.
“RESOLVED THAT pursuant to the provisions of Section 188
2. To declare dividend on Equity Shares. of the Companies Act, 2013 (“the Act”). The Companies
(Meetings of Board and its Powers) Rules, 2014 and other
3. To appoint a director in place of Smt. Deepshikha Khaitan applicable rules, if any and applicable regulations of Securities
(DIN – 03365068), who retires by rotation and being eligible, and Exchange Board of India (Listing Obligations and
offers herself for reappointment. Disclosure Requirements) Regulations, 2015 (including any
statutory modification(s) or re-enactment thereof for the time
4. To appoint Auditors to hold office from the conclusion of this
being in force) and such other approvals, consents or
Annual General Meeting till the conclusion of the next Annual
permissions of any authority as may be necessary, approval
General Meeting and to fix their remuneration.
of the members of the Company be and is hereby accorded to
SPECIAL BUSINESS the Audit Committee and/or the Board of Directors to authorize
the management of the Company for the retaining of the
5. To consider and, if thought fit, to pass with or without services of Dr. Kedar Nath Maiti, who is a related party u/s
modification(s), the following resolution as an ordinary 2(76) of the Companies Act, 2013 also a ceramic scientist and
resolution: is a director on the Board of Directors of the Company to hold
office or place of profit in the company at fees in the range of
“RESOLVED THAT pursuant to the provisions of Section 148 ` 4,00,000/- - ` 6,25,000/- per month over a period of 5 years
and all other applicable provisions of the Companies Act, 2013 upto 31.03.2021, for rendering from time to time such advice
and the Companies (Audit and Auditors) Rules, 2014 (including and services as he may give in his capacity as a ceramic
any statutory modification(s) or re-enactment thereof for the scientist.
time being in force), K. G. Goyal & Co., Cost Accountants
appointed as Cost Auditors by the Board of Directors of the RESOLVED FURTHER THAT this resolution shall be deemed
Company, as per the recommendation of Audit Committee to to confer the necessary authority to the Chairman and
conduct the audit of the cost records of the Company for the Managing Director and / or Chief Executive Officer and / or
financial year ending March 31, 2017, be paid the remuneration Executive Director at their discretion, to decide the
of ` 60,000/- p.a. plus out of pocket expenses and service remuneration within the above range as may be deemed fit
tax, if any. and proper.
RESOLVED FURTHER THAT the Board of Directors of the
Company be and is hereby authorized to do all acts and take
all such steps as may be necessary, proper or expedient to
give effect to this resolution.”
Regd. Office : By Order of the Board of Directors
6. To consider and, if thought fit, to pass with or without 9, GIDC Industrial Estate,
modification(s), the following resolution as an ordinary Kadi – 382 715 Narendra N. Patel
resolution: 3rd May, 2016 President & Company Secretary
CIN : L26910GJ1998PLC034400
“RESOLVED THAT pursuant to the provisions of Section 188
of the Companies Act, 2013 (“the Act”), the Companies
(Meetings of Board and its Powers) Rules, 2014 and other NOT ES
applicable rules, if any and applicable regulations of Securities 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED
and Exchange Board of India (Listing Obligations and TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD
Disclosure Requirements) Regulations, 2015 (including any OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER
statutory modification(s) or re-enactment thereof for the time OF THE COMPANY. A person can act as proxy on behalf of
being in force) and such other approvals, consents or members not exceeding fifty (50) and holding in aggregate not
permissions of any authority as may be necessary, approval more than ten percent (10%) of total share capital of the
of the members of the Company be and is hereby accorded to Company.
the Audit Committee and/or the Board of Directors to authorize
2. Members are requested to notify immediately the change of
the management of the Company to enter into Agreement /
address, if any, to the Company or MCS Share Transfer Agent
transaction(s) as may be appropriate, with Anjani Tiles Limited
Limited, Registrar and Share Transfer Agent.
(Subsidiary Company), being related party as defined under
Section 2(76) of the Companies Act, 2013, for purchase of 3. The Register of Members and Share transfer book of the
goods, materials and job work, if any, on such terms and Company will remain closed from 16.07.2016 to 22.07.2016
conditions as may be mutually agreed upon between the (both days inclusive).
2
 Cera Sanitaryware Limited
4. The Board of Directors has recommended a dividend of ` 9/- (CDSL). The members shall refer to the detailed procedures
(180%) per fully paid equity share of ` 5/- each for the year on e-voting attached herewith.
ended 31.03.2016.
14. In case you have any queries or issues regarding e-voting,
5. Members / Proxies should bring the attendance slip sent you may refer the Frequently Asked Questions (“FAQs”) and
herewith duly filled in for attending the meeting. e-voting manual available at www.evotingindia.com under help
section or write an email to helpdesk.evoting@cdslindia.com.
6. Members are requested to send their queries at least ten
days before the date of the meeting so that the information can 15. Members are required to vote only through the electronic
be made available at the meeting. system or through ballot at Annual General Meeting only and
in no other form. In the event a member casts his votes through
7. Statement pursuant to provisions of Section 102 of the
both the processes, the votes in the electronic system would
Companies Act, 2013 is annexed hereto.
be considered and the ballot vote would be ignored.
8. The Company has transferred the unpaid or unclaimed
dividends up to the financial year 2007-08 to the Investor 16. The e-voting period commences on 26th July, 2016 (10:00
Education and Protection Fund (the IEPF) established by the a.m.) and ends on 28th July, 2016 (5:00 p.m.). During this
Central Government. Members who have not encashed their period shareholders’ of the Company, holding shares either in
dividend warrants for the financial year 2008-09 onwards are physical form or in dematerialized form, as on the cut-off date
advised to write to the Company immediately claiming of 22nd July, 2016 may cast their vote electronically. The
dividends declared by the Company. e-voting module shall be disabled by CDSL for voting thereafter.
Once the vote on a resolution is cast by the shareholder, the
9. The Securities and Exchange Board of India (SEBI) has shareholder shall not be allowed to change it subsequently.
mandated the submission of Permanent Account Number
(PAN) by every participant in securities market. Members 17. The e-voting rights of shareholders shall be in proportion to
holding shares in electronic form are, therefore, requested to their shares of the paid up equity share capital of the Company
submit the PAN to their Depository Participants with whom as on the cut-off date of 22nd July, 2016.
they are maintaining their demat accounts. Members holding
shares in physical form can submit their PAN details to the 18. A member may participate in the Annual General Meeting even
Company or to the registrar. after exercising his right to vote through e-voting, but shall not
be allowed to vote again.
10. Shareholders holding shares in Electronic Form may note that
their bank account details as furnished by their depositories to 19. Shri Umesh Parikh, partner of Parikh Dave & Associates,
the Company will be printed on their dividend warrants as per Companies Secretaries, (Membership No. FCS: 4152) has
the applicable regulations of the depositories and the Company been appointed as the Scrutinizer to scrutinize the e-voting
will not entertain any direct request from such shareholders process and voting process at AGM in a fair and transparent
for deletion of / change in such bank details. Shareholders manner.
who wish to change such bank account details are, therefore,
requested to advise their Depository Participants about such 20. The scrutinizer shall, immediately after the conclusion of voting
change, with complete details of bank account. at the Annual General Meeting, first count the votes cast at
the meeting, thereafter unblock the votes cast through remote
11. Annual Report 2015-16 along with notice of the AGM, e-voting in the presence of at least two witnesses not in the
Attendance Slip, Proxy Form and process instructions and employment of the company and make, not later than three
the manner of conducting E-voting is being sent electronically days of conclusion of the meeting, a consolidated scrutinizer’s
to all the members whose email IDs are registered with the report of the total votes cast in favour or against, if any, to the
Company / Depository Participant(s). For members who Chairman or a person authorized by him in writing who shall
request for a hard copy and for those who have not registered countersign the same.
their email address, physical copies of Annual Report are
being sent through the permitted mode. Members who have 21. The Results will be declared on receipt of Scrutinizer’s Report.
not registered their email address are requested to get their The Results declared along with the Scrutinizer’s Report shall
email address registered with the Company / Depository be placed on the Company’s website www.cera-india.com
Participants and update the same, if required. and on the website of CDSL immediately and communicated
to the NSE and BSE.
12. All the documents, if any, referred to in this notice and
explanatory statement are available for inspection of the 22. Shri Narendra N. Patel, Compliance Officer of the Company,
members at the registered office of the Company on any “Madhusadan House”, Opp. Navrangpura Telephone
working day except Saturday, between 10:00 a.m. to 1:00 Exchange, Ahmedabad - 380 006, shall be responsible for
p.m. up to the conclusion of this meeting. addressing all the grievances in relation to this Annual General
Meeting including e-voting. His contact details are E-mail:
13. Voting through electronic means nk_acharya@cera-india.com, Phone No. 079-26449781.
In compliance with provisions of Section 108 of the Companies
23. MEMBERS HOLDING EQUITY SHARES IN ELECTRONIC
Act, 2013 and Rule 20 of the Companies (Management and
FORM AND PROXIES THEREOF, ARE REQUESTED TO
Administration) Rules, 2014, the Company is pleased to provide
BRING THEIR DP ID AND CLIENT ID FOR
members facility to exercise their right to vote at the 18th
IDENTIFICATION.
Annual General Meeting (AGM) by electronic means and the
business may be transacted through e-Voting Services
provided by Central Depository Services (India) Limited

3
Annual Report 2015-2016
24. Brief resume of director, who is proposed to be appointed / The particulars of the contracts /arrangements / transactions are
re-appointed at this meeting is given below: as under:
Name of Director Smt. Deepshikha Khaitan Name of the Related Party Anjani Tiles Limited
Date of Birth 17.03.1975 Name of Director(s) or KMPs Shri S. C. Kothari
Date of Appointment 29.03.2014 who is/are related Shri Atul Sanghvi
Shri Rajesh B. Shah
Expertise in Specific Legal Matters and
Functional Areas Management Nature of Relationship Subsidiary Company

List of other Directorships Capital Publishing Pvt. Ltd. Nature of contracts/ Purchase of goods,
arrangements/transactions materials and job work
Star Agrochem Pvt. Ltd.
Indian Council of Material terms of the contracts/ At prevailing prices on arm’s
Sanitaryware Manufactures arrangements/ transactions. length basis and
On Industry practice terms.
Chairman / Member of —
the Committees of the Monetary Value Up to ` 150 Crores
Board of other Companies in each financial year.
Shareholding in the Company 39,116 Shares Any other information relevant None
or important for the members to
make a decision on the
Statement pursuant to provisions of Section 102 the proposed transactions
Companies Act, 2013.
Accordingly, consent of the members is sought for passing an
Item No. 5
Ordinary Resolution as set out at item No. 6 of the notice for approval
The Board on the recommendation of the Audit Committee has of related party transactions.
approved the appointment and remuneration of the Cost Auditors
to conduct the audit of the cost records of the Company for the The Board of Directors recommends the ordinary resolution as per
financial year ending March 31, 2017. item No. 6 of the accompanying notice for approval of the members
of the Company.
In accordance with the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, None of the Directors, any other Key Managerial Person(s) of the
2014, the remuneration payable to the Cost Auditors has to be Company and their relatives are, in any way concerned or interested
ratified by the shareholders of the Company. in the said resolution.
Accordingly, consent of the members is sought for passing an Item No. 7
ordinary resolution as set out at item No. 5 of the notice for ratification
of the remuneration payable to the Cost Auditors for the financial Dr. Kedar Nath Maiti, M.Tech, Ph.D, FIMMM, Chartered Scientist
year ending March 31, 2017. (UK) is a well known ceramic scientist having rich experience in
ceramic industry due to his long tenure in Central Glass and
The Board of Directors recommends the ordinary resolution as per Ceramic Research Institute (CGCRI). His extraordinary
item No. 5 of the accompanying notice for approval of the members acumenship and scientific attitude is very helpful to the Company.
of the Company. He is assisting the R&D department for development of a new body
None of the Directors, any other Key Managerial Person(s) of the and glazes to meet the international standards in sanitaryware
company and their relatives are, in any way concerned or interested industry as well as to reduce the cost of production. After great
in the said resolution. persuasion, he consented to continue to make his services available
to the Company. He has been working on the said assignment
Item No. 6 since May 2007. He has undertaken trial of more than 50
The Company is inter-alia, engaged in the business of formulations at R&D level and has been successful in some areas
Manufacturing, marketing and distribution of Sanitaryware, and still working relentlessly on the said project. He will also
Faucetware and trading in tiles and other bath room products. The undertake other projects after completion of present assignment.
Company in the ordinary course of its business is entering into
The Central Government in its letter No. SRN/A-59204081 – CL-
transactions relating to Purchase of goods, materials and Job work
VII dated 09.07.2009 has expressed the opinion under provision to
including tiles from various parties. Anjani Tiles Limited (Subsidiary
Sub - Section (1) of Section 309 of the Companies Act, 1956 that
Company) is Related Party within the meaning of Section 2(76) of
Dr. Kedar Nath Maiti has the requisite qualification for rendering
the Companies Act, 2013 and Provisions of the Securities and
professional services to the Company. Members at their Annual
Exchange Board of India (Listing Obligations and Disclosure
General Meeting held on 11.07.2013, approved his appointment at
Requirements) Regulations, 2015. Anjani Tiles Limited commenced
remuneration up to ` 4,50,000/- p.m. over a period of 5 years up to
commercial production w.e.f. 01-04-2016. The Company has
31.03.2019. Pursuant to the provisions of Sec. 197 of the Companies
entered into agreement with Anjani Tiles Limited for purchase of its
Act, 2013, Nomination and Remuneration Committee at its meeting
entire production of Tiles.
held on 11.07.2014 opined that Dr. Kedar Nath Maiti possesses
The transactions with the aforesaid related party are entered into in requisite qualification for the practice as ceramic scientist and
the ordinary course of business and on arm’s length price. However, approved the payment of remuneration as stated above. Dr. Kedar
for abundant caution and as a good corporate practice, your Nath Maiti is related party within the meaning of section 2(76) of the
directors thought it fit to get the approval of members. Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
Details of proposed transactions relating to purchase of tiles from
2015. Presently he is working at a remuneration of ` 3,00,000/- per
Anjani Tiles Limited for period of two years with effect from 01-04-
month. It is proposed to increase his remuneration upto
2016 will be on following terms and conditions:
` 6,25,000/- per month over a period of 5 years upto 31.03.2021,

4
 Cera Sanitaryware Limited
depending upon his valuable and expert services, results attained (ii) The shareholders should log on to the e-voting website
by him and its impact on overall efficiency and performance of the www.evotingindia.com
Company. (iii) Click on Shareholders.
Details of proposed transaction related to holding of office or place (iv) Now Enter your User ID
of profit by Dr. Kedar Nath Maiti for a period of 5 years w.e.f. a. For CDSL: 16 digits beneficiary ID,
01.04.2016 will be on following terms and conditions:
b. For NSDL: 8 Character DP ID followed by 8 Digits Client
The particulars of the arrangements / transactions are as under: ID,

Name of the Related Party Dr. Kedar Nath Maiti c. Members holding shares in Physical Form should enter
Folio Number registered with the Company.
Name of Director(s) or KMP (v) Next enter the Image Verification as displayed and Click on
who is/are related Dr. Kedar Nath Maiti Login.
Nature of Relationship Holding office or place of (vi) If you are holding shares in demat form and had logged on to
profit by related party www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used.
Nature of contracts/ Retaining Professional
arrangements/transactions services as Ceramic Scientist (vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form
Material terms of the At prevailing prices on arm’s
and Physical Form
contracts/arrangements/ length basis and on industry
transactions practice terms. PAN Enter your 10 digit alpha-numeric *PAN issued
by Income Tax Department (Applicable for both
Monetary Value Payment of monthly demat shareholders as well as physical
remuneration upto shareholders)
` 6,25,000/- over a
period of 5 years - Members who have not updated their PAN
upto 31.03.2021 with the Company/Depository Participant are
requested to use the first two letters of their
Any other information relevant None name and the 8 digits of the sequence number
or important for the members in the PAN Field. The Sequence Number is
to make a decision on the printed on the address slip.
proposed transaction
- In case the sequence number is less than 8
Letter received from the Central Government dated 09.07.2009 is digits enter the applicable number of 0’s
available for inspection at the registered office of the Company on before the number after the first two
any working day except Saturday, between 10:00 a.m. to 1:00 p.m. characters of the name in CAPITAL letters.
up to the conclusion of this meeting. Eg. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001
Accordingly, consent of the members is sought by passing an in the PAN field.
ordinary resolution as set out at item no. 7 of the notice for increase
DOB# Enter the Date of Birth as recorded in your
in the remuneration payable to Dr. Kedar Nath Maiti, as related
demat account or in the company records for
party transaction.
the said demat account or folio in dd/mm/yyyy
The Board of Directors recommends the ordinary resolution as per format.
item no. 7 of the accompanying notice for approval of the members Dividend Enter the Dividend Bank Details as recorded in
of the Company. Bank your demat account or in the company records
Details for the said demat account or folio.
Except, Dr. Kedar Nath Maiti, none of the Directors, any other Key
- Please enter the DOB or Dividend Bank
Managerial Person(s) of the Company and their relatives are, in
Details in order to login. If the details are not
any way concerned or interested in the said resolution.
recorded with the depository or company
please enter the member id / folio number in
the Dividend Bank details field as mentioned
Regd. Office : By Order of the Board of Directors in instruction (iv).
9, GIDC Industrial Estate,
Kadi – 382 715 Narendra N. Patel (viii) After entering these details appropriately, click on “SUBMIT”
3rd May, 2016 President & Company Secretary tab.
CIN : L26910GJ1998PLC034400 (ix) Members holding shares in physical form will then directly
Procedure on e-voting reach the Company selection screen. However, members
holding shares in demat form will now reach ‘Password
The instructions for shareholders voting electronically are as
Creation’ menu wherein they are required to mandatorily enter
under:
their login password in the new password field. Kindly note
(i) The voting period begins on 26th July, 2016 (10:00 a.m.) and that this password is to be also used by the demat holders for
ends on 28 th July, 2016 (5:00 p.m.). During this period voting for resolutions of any other Company on which they are
shareholders’ of the Company, holding shares either in physical eligible to vote, provided that Company opts for e-voting through
form or in dematerialized form, as on the cut-off date 22nd July, CDSL platform. It is strongly recommended not to share your
2016, may cast their vote electronically. The e-voting module password with any other person and take utmost care to keep
shall be disabled by CDSL for voting thereafter. your password confidential.
5
Annual Report 2015-2016
(x) For Members holding shares in physical form, the details Voting app can be downloaded from Google Play Store. Please
can be used only for e-voting on the resolutions contained in follow the instructions as prompted by the mobile app while
this Notice. voting on your mobile.

(xi) Click on the EVSN of Cera Sanitaryware Ltd. on which you (xix) Note for Non – Individual Shareholders and Custodians
choose to vote.
- Non-Individual shareholders (i.e. other than Individuals,
(xii) On the voting page, y ou will see “RESOLUTION HUF, NRI etc.) and Custodian are required to log on to
DESCRIPTION” and against the same the option “YES / NO” www.evotingindia.com and register themselves as
for voting. Select the option YES or NO as desired. The Corporates.
option YES implies that you assent to the Resolution and
option NO implies that you dissent to the Resolution. - A scanned copy of the Registration Form bearing the
stamp and sign of the entity should be emailed to
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view
helpdesk.evoting@cdslindia.com.
the entire Resolution details.
- After receiving the login details a compliance user should
(xiv) After selecting the resolution you have decided to vote on,
be created using the admin login and password. The
click on “SUBMIT”. A confirmation box will be displayed. If
Compliance user would be able to link the account(s) for
you wish to confirm your vote, click on “OK”, else to change
which they wish to vote on.
your vote, click on “CANCEL” and accordingly modify your
vote.
- The list of accounts should be e-mailed to
(xv) Once you “CONFIRM” your vote on the resolution, you will helpdesk.evoting@cdslindia.com and on approval of the
not be allowed to modify your vote. accounts they would be able to cast their vote.

(xvi) You can also take out print of the voting done by you by - A scanned copy of the Board Resolution and Power of
clicking on “Click here to print” option on the Voting page. Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in
(xvii) If Demat account holder has forgotten the same password the system for the scrutinizer to verify the same.
then enter the User ID and Image Verification Code and click
on Forgot Password & enter the details as prompted by the (xx) In case you have any queries or issues regarding e-voting,
system. you may refer the Frequently Asked Questions (“FAQs”) and
e-voting manual available at www.evotingindia.com, under help
(xviii) Shareholders can also cast their vote using CDSL's mobile section or write an email to helpdesk.evoting@cdslindia.com.
app m-Voting available for android based mobiles. The m-

6
 Cera Sanitaryware Limited
D irectors' Report
To Sanitaryware Unit
The Members,
During the year the plant had run at its optimum capacity. The focus
The Directors have pleasure in submitting the Annual Report of your Company now is on premiumisation by producing more of
together with the Statement of Accounts of your Company for the high value items now onwards, thus maximizing its optimum capacity.
year ended 31st March, 2016.
Faucetsware Unit
Performance
The new ranges and designs of Faucets have been well accepted
The summary of your Company’s financial performance is given by the market. The expansion plan of the Company has been
below: attained in the year. Owing to this success, the Company has
plans for premiumisation by producing more of high value items.
(` in lacs)
Yearended Year ended Bathware Unit
March 31, 2016 March 31, 2015
Your Company has continued to market products like kitchen sinks
Profit before Depreciation and and mirrors to its range besides products like shower cubicles,
Taxes & Exceptional item 14578.40 11638.71 shower panels, steam cubicles, whirlpools and importing & marketing
high-end wellness range under the brand name CERA.
Deducting there from Depreciation of 1631.98 1546.09
Tiles Unit
Profit before Tax 12946.42 10092.62
Your Company has successfully launched CERA tiles in all markets.
Deducting there from taxes of:
The exclusive tie up with manufacturers of tiles has helped your
- Current Year 3943.12 2525.25 Company maintain its quality standards which distinguishes CERA
tiles.
- Deferred Tax 656.88 800.92
Joint Ventures
Profit after Tax 8346.42 6766.45
Your Company has entered into a Joint Venture with Anjani Tiles
Add: Balance brought forward from Limited at Andhra Pradesh with 51% Equity and 55.92% Preference
previous year 5000.00 3000.00 Share holding amounting to ` 19.64 Cr. for producing Vitrified Floor
Tiles of 10,000 Sq. Mtr. per day having total project cost of ` 68 Cr.
Amount available for Appropriations 13346.42 9766.45
The commercial production of tiles from this plant has started from
The proposed appropriations are: 1st April, 2016.

1. Proposed Dividend 1170.53 812.87 Green Energy Unit

2. Tax on Proposed Dividend 244.67 165.48 As a part of national policy and Green initiative,company has
stabilized power cost by generation of electricity through non-
3. General Reserve 3931.22 3788.10
conventional sources for captive use.
4. Balance carried forward 8000.00 5000.00
The installed capacity of Non-conventional Energy unit of the
Total 13346.42 9766.45 Company now stands at 12.825 M.W.
Transfer to Reserves The non-conventional Wind and Solar Power has produced
The Company has transferred a sum of ` 3931.22 Lacs to General 2,03,37,139 KWH for captive use against 1,03,61,993 KWH in the
Reserve in the current year (previous year ` 3788.10 Lacs). previous year.

Highlights / Performance of the Company Packaging Unit

Turnover of the Company for the year increased by 13.63% to Your Company is also proposing to enter into Joint Venture for
` 933.69 Cr. as compared to ` 821.67 Cr. previous year. packaging unit for manufacture of corrugated boxes with an equity
of 51%. The total project outlay will be ` 2.70 Cr.
Profit before tax for the year increased by 28.26% to ` 129.46 Cr.
as compared to ` 100.93 Cr. previous year. Conservation of energy, technology absorption and foreign
exchange earnings and outgo
Profit after tax for the year increased by 23.35% to ` 83.46 Cr. as
compared to ` 67.66 Cr. previous year. Conservation of energy
The Directors are pleased to inform you that your Company has The Company has two sources of energy i.e. Natural Gas is being
continued to grow despite adverse market conditions in 2015-16 supplied by GAIL & Sabarmati Gas Ltd., for operating the plant.
due to its customer loyalty, distribution strength, product quality, The pricing and quantity of the gas is based on the availability,
brand equity and after-sales service. international pricing and contract with the company. For energy
The well-entrenched distribution network of your Company is being conservation Company has installed fuel efficient burners to control
supplemented with an array of CERA Style Studios and CERA gas consumption and every technological development is being
Style Galleries in different towns, which showcase your Company’s taken care of.
products in an exclusive ambience.
7
Annual Report 2015-2016
Second source of energy for running machineries is electricity As required under Section 135 of the Companies Act, 2013 and to
supplied by local Discom. To compensate within the energy demonstrate the responsibilities towards Social upliftment in
consumption by way electricity, the Company has set up Wind structured way, the Company has formed a Policy to conduct the
Turbines of 11.825 MW and 1.00 MW Solar Plant which will generate task under CSR, during the year.
about 90% of the requirements and it will offset against monthly
consumption of energy bill. The report on Corporate Social Responsibility (CSR) Activities along
with Annexure as per Rule 9 of Companies (Corporate Social
Technology absorption and foreign exchange earnings and Responsibility Policy) Rules, 2014 is annexed as a separate
outgo Annexure – IV.

The information on technology absorption and foreign exchange Directors’ Responsibility Statement
earnings and outgo stipulated under Section 134 (3)(m) of the
In compliance of Section 134 (5) of the Companies Act, 2013, the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Directors of your Company confirm:
Rules, 2014 is annexed herewith as a separate Annexure-I.
that in the preparation of annual accounts, the applicable
Subsidiary Company
accounting standards have been followed and there are no
The Company has one Subsidiary company namely Anjani Tiles material departures;
Limited which became subsidiary of the company w.e.f. 23 rd
that such accounting policies have been selected and applied
November, 2015. It has started commercial production from 1st
consistently and made judgments and estimates that are
April, 2016. There are no associate companies within the meaning
reasonable and prudent so as to give a true and fair view of
of Section 2(6) of the Companies Act, 2013 (“Act”). Further there
the state of affairs of the Company as on March 31, 2016 and
has been no material change in the nature of business of the
of the Profit of the Company for the year ended on that date.
subsidiary.
that proper and sufficient care has been taken for the
Those Shareholders who are interested in obtaining a copy of the maintenance of adequate accounting records in accordance
audited annual accounts of the subsidiary company may write to with the provisions of the Companies Act, 2013 for
the Company. safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
In terms of proviso to sub section (3) of Section 129 of the Act, the
salient features of the financial statement of the subsidiaries is set that the annual accounts have been prepared on a going
out in the prescribed form AOC - 1, which is attached herewith as concern basis.
a separate Annexure - II.
that internal financial controls have been laid down to be
Particulars of contracts or arrangements with related parties followed by the company and that such internal financial
controls are adequate and were operating effectively.
All transactions entered into with Related parties as defined under
the Companies Act, 2013 and SEBI (Listing Obligations and that proper systems have been devised to ensure compliance
Disclosure Requirements) Regulations, 2015 during the financial with the provisions of all applicable laws and that such systems
year were in the ordinary course of business and on an arm’s were adequate and operating effectively.
length basis and do not attract the provisions of Section - 188 of the
Act. Managerial Remuneration and Employees

There were no materially significant related party transactions made Details required pursuant to Rule 5 (1) of the Companies
by the Company with Directors, Key Managerial Personnel or other (Appointment and Remuneration of Managerial Personnel) Rules,
designated Persons which may have a Potential Conflict with the 2014 are enclosed as a separate Annexure –V.
interest of the Company at large. All related party transactions
Details of employees required pursuant to Rule 5 (2) of the
were placed before the Audit Committee and also the Board for
Companies (Appointment and Remuneration of Managerial
approval. The Policy on related Party transactions as approved by
Personnel) Rules, 2014 is enclosed as a separate Annexure – VI.
the Board is uploaded on the Company’s website i.e. www.cera-
india.com. Company has not offered its shares to its employees under ESOS
during the year under review.
The particulars of contracts or arrangements with related parties
as per Section 188(1) of the Companies Act, 2013, including arm’s Company has not sanctioned loan to any of its employees for purchase
length transactions as per Form No.AOC-2 are enclosed as of company’s shares under any scheme.
separate Annexure – III.
Corporate Governance and Management Discussion and
Corporate Social Responsibility Analysis

Your Company has always laid emphasis on progress with social Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
commitment. We believe strongly in our core values of empowerment Regulations, 2015, report on Corporate Governance along with the
and betterment of not only the employees but also our communities. Auditors’ statement on its compliance and Management discussion
Following this principle the Company had laid the foundation of a and Analysis have been included in this Annual Report as per separate
comprehensive approach towards promoting and facilitating various Annexure -VIII and Annexure-A respectively.
aspects of our surrounding communities.
Number of Meetings of the Board
The Board has approved a policy for Corporate Social Responsibility
and same has been uploaded on the website i.e. www.cera- The Board of Directors, during the financial year 2015-16 duly met
india.com 5 times on 23.04.2015, 11.06.2015, 15.07.2015, 23.10.2015 and
02.02.2016 in respect of which meetings, proper notices were given
8
 Cera Sanitaryware Limited
and the proceedings were properly recorded and signed in the Exchequer
Minutes Book maintained for the purpose.
The Company has contributed ` 142.40 Crores to the exchequer
Extract of Annual Return by way of excise duty, customs duty, service tax, income tax,
VAT, sales tax and other fiscal levies.
The details forming part of the extract of the annual return in Form
No. MGT-9 is annexed herewith as a separate Annexure - VII. Deposits

Particulars of Loans, guarantees or investments u/s 186. The Company has discontinued its Fixed Deposit Scheme from the
Financial Year 2012-13. Despite efforts to identify and repay the
The loans if any, made by the Company are within the limits unclaimed deposits, the total amount of Fixed Deposit matured and
prescribed u/s 186 of the Companies Act, 2013 and no guarantee remaining unclaimed with the Company as on 31st March, 2016 was
or security is provided by the Company. ` 1.34 lacs.

Details of Investments covered u/s 186 of the Companies Act, The Company has not accepted fixed deposit from the public falling
2013 are given in the notes to the Financial Statements. within the ambit of Section 73 of the Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014. There have
Risk Management Policy been no default in repayment of deposits or payment of interest
thereon during the year.
The Board has approved and implemented risk management Policy
of the Company including identification and element of risks. Finance

The Risk Management is overseen by the Audit Committee / Board During the year under review, the Company repaid loans of ` 890.30
of Directors of the Company on a continuous basis. The Committee Lacs to Financial Institutions and Banks.
oversees Company’s process and policies for determining risk
tolerance and review management’s measurement and comparison Directors
of overall risk tolerance to established levels. Major risks identified
Members at the Annual General Meeting held on 22-08-2014 have
by the businesses and functions are systematically addressed
appointed Shri Ashok Chhajed, Shri Sajan Kumar Pasari, Shri
through mitigating actions on a continuous basis. For details please
Govindbhai P. Patel and Shri Lalit Kumar Bohania as Independent
refer to the Management Discussion and Analysis enclosed as
Directors of the Company to hold office for five consecutive years
separate Annexure - A to this report.
for a term up to 31st March, 2019 (they will not retire by rotation).
Audit Committee All Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of
The Company has constituted Audit Committee. For details please
the Companies Act, 2013. The company keeps informed
refer Corporate Governance Report attached as a separate
independent directors about changes in the Companies Act, 2013
Annexure- VIII.
and rules from time to time and their role, duties and responsibilities.
Internal Control System and its adequacy
Smt. Deepshikha Khaitan is due to retire at the end of the ensuing
The Company has internal control system commensurate with the Annual General Meeting and being eligible, offers herself for re-
size, scale and complexity of its business operations. The scope appointment. Brief resume of Smt. Deepshikha Khaitan as required
and functions of Internal Auditor are defined and reviewed by the as per SEBI (Listing Obligations and Disclosure Requirements)
Audit committee. The Internal Auditor reports to the Chairman of Regulations, 2015 is provided in the notice convening the Annual
the Audit Committee. The Internal Auditor assesses opportunities General Meeting of the Company. Shri Ashok Chhajed ceased to
for improvement of business processes, systems and controls, to be a director of the company w.e.f. 23.04.2016 on his resignation.
provide recommendations, which can add value to the organization.
Board Evaluation
Dividend Pursuant to the provisions of the Companies Act, 2013 and Rules
made thereunder, Schedule - IV of the Act and SEBI (LODR)
Your Directors recommend a dividend of ` 9.00/- per share (180%)
Regulations, 2015, the Board has carried the evaluation of its own
(Previous year ` 6.25/- per share) (125%) on 1,30,05,874 equity
performance, Individual Directors, its Committees, on the basis of
shares of ` 5/- each fully paid for the year ended 31.03.2016, to be
attendance, contribution and various criteria as recommended by
paid subject to approval by the members at the ensuing Annual
the Nomination and Remuneration Committee of the Company.
General Meeting.
The performance of each of the non-independent directors
During the year, the unclaimed dividend pertaining to the financial
(including the chair person) was also evaluated by the Independent
year ending 2007-08 were transferred to the Investor Education
Directors at the separate meeting held of Independent Directors of
and Protection Fund.
the Company.
Share Capital
Policy on Directors appointment and remuneration
The paid up Equity Share Capital as on 31 March, 2015 was
st
Criteria determining the qualifications, positive attributes and
` 650.29 lacs. During the year under review the Company has not independence of Directors
issued any equity shares. As on 31st March, 2016 the Share Capital
was ` 650.29 lacs. Independent Directors

No shares with differential voting rights, stock or sweat equity shares • Qualifications of Independent Director
were issued by the Company during the year under review.
An Independent director shall possess appropriate skills,
qualifications, experience and knowledge in one or more fields
9
Annual Report 2015-2016
of finance, law, management, marketing, administration, Secretarial Audit
corporate governance, operations or other disciplines related
to the Company’s business. Pursuant to provisions of Section 204 of Companies Act, 2013 and
rules made there under, the Company has appointed Umesh Parikh
• Positive attributes of Independent Directors and Associates, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the year 2016-17.
An independent director shall be a person of integrity, who
possesses knowledge, qualifications, experience, expertise The Secretarial Audit Report given by Umesh Parikh and Associates,
in any area, integrity, level of independence from the Board Company Secretaries in practice is annexed with this report.
and the Company etc. Independent Directors are appointed
on the basis of requirement of the Company, qualifications & Insurance
experience, association with the Company etc. He should also
Your Company has adequately insured all its properties including
devote sufficient time to his professional obligations for informed
Plant and Machinery, Building and Stocks.
and balanced decision making; and assist the company in
implementing the best corporate governance practices. Industrial Relations
• Independence of Independent Directors Your Company’s relations with its employees remained cordial
throughout the year. The Directors wish to place on record their
An Independent director should meet the requirements of
deep appreciation for the services rendered by workers, staff
Section 149(6) of the Companies Act, 2013 and SEBI (LODR)
members and executives of the Company.
Regulations, 2015.
Your Company has taken adequate steps for the health and safety
Other Directors and Senior Management
of its employees, as required under the Gujarat Factories Rules,
The Nomination and Remuneration Committee shall identify and 1963. The Company has not received any complaint under The
ascertain the qualifications, expertise and experience of the person Sexual Harassment of women at Workplace (prevention, prohibition
for appointment as Director or at Senior Management level and and redressal) Act, 2013 and the Company has organized three
recommend to the Board his / her appointment. workshops under the said Act.

The Company shall not appoint or continue the employment of any Material Changes Affecting Financial Position of the Company
person as Whole-time Director or Senior Management Personnel if
No material changes or commitments, affecting the financial position
the evaluation of his performance is not satisfactory.
of the Company have occurred between the end of the financial
Other Details are disclosed in the Corporate Governance Report year of the company to which the financial statements relate, i.e.
under the head Nomination and Remuneration Committee and 31st March, 2016 and the date of the Board’s Report.
details of Remuneration (Managing Director / Whole Time Director
Change in nature of business
and Non- Executive Directors).
No changes has been made in nature of business carried out by
Remuneration / commission from Holding or Subsidiary
the company during the financial year 2015-16.
Company
Orders passed by Regulatory Bodies or Courts
Managing Director or Whole Time Director is not receiving any
remuneration / commission from any Holding Company or Subsidiary No regulatory body or court or tribunal has passed any significant
Company. and material orders impacting the going concern status and
operations of the Company.
Remuneration Policy
Vigil Mechanism
It is separately disclosed in the Corporate Governance Report
attached as a separate Annexure - VIII to this Report. The company has implemented Vigil Mechanism. For details please
refer Corporate Governance Report attached as a separate
Auditors and their Observations:
Annexure - VIII.
H.V. Vasa & Co., Statutory Auditors of the company retire at the
Appreciation
end of forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment. The Board recommends their Your Directors thank the Financial Institutions and Bankers for
re-appointment at the ensuing Annual General Meeting. extending timely assistance in meeting the financial requirements
of the Company. They would also like to place on record their
The Auditors’ Report and Secretarial Audit Report to the members
gratitude for the co-operation and assistance given by State Bank
for the year under review does not contain any qualification,
of India, Yes Bank Ltd., Kotak Mahindra Bank Ltd. and various
reservation or adverse remarks or disclaimer.
departments of both State and Central Governments.
The Statutory Auditors have not reported any fraud during the year
under review.
For and on behalf of the Board of Directors,
Cost Auditors

Company has appointed K.G.Goyal & Co., as Cost Auditors for Kolkata. Vikram Somany
conducting cost audit for the year 2016-17. 3rd May, 2016 Chairman and Managing Director

10
 Cera Sanitaryware Limited
A nnexure - A to the Directors' Report Company’s ability to pitch in the mid-segment will help maintain
the growth rate.
Management Discussion and Analysis
The announcement by Central Government about launch of
At CERA, the growth saga continues, despite not-so-conducive market 100 smart cities across India, can give a boost to construction
conditions. The fact that CERA remains consistent performer, itself industry and thereby for demand for sanitaryware.
shows that the brand has gathered strength to wither any market Another significant action plan by Central Government,
upheavals. "Swachh Bharat Abhiyan", can also be a booster to
The growth of your Company, much above the market growth, is sanitaryware in general.
largely on account of its continued efforts in leveraging the high brand Also, the newly introduced real estate regulatory authority bill
value and product optimization besides deeper penetration in tier 2 is likely to help streamline the housing construction activities
markets. These efforts are further fortified by strong and structured and help your company’s growth.
marketing efforts, good product quality and after-sales service, and
backed by a very loyal distribution network across India. c) Outlook
Your Company’s initiative to provide touch and feel experience to its Your Company’s two-pronged aggressive marketing push of
customers through its CERA Style Studios, has paid off well. CERA mass media advertising over television and print and partnering
Style Studios are located in upmarket locations in Ahmedabad, Mumbai, with industry organisations like CREDAI (Confederation of Real
Kochi, Bengaluru, Hyderabad, Gurgaon, Chandigarh, Chennai, Estate Developers Associations of India), IIA (Indian Institute
Thiruvananthapuram and Kolkata. of Architects), IIID (Institute of Indian Interior Designers) and
CERA Style Galleries, display and sales touch points of CERA, owned IPA (Indian Plumbing Association) has helped increase the
value and equity of brand CERA. Also, the sales and distribution
and managed by its trade partners, are increasing month after month.
efforts to penetrate into tier 2 towns, supported by sales and
Soon the number of such CERA Style Galleries would touch 200.
after-sales teams, is certainly going to help your Company
For smaller trade retail partners, CERA encourages display in the grow in the coming years also.
form of CERA Style Centre. This will help further penetrate into smaller
towns and outlets, thereby increasing the visibility of brand CERA. d) Risks and Concerns
CERA also launched CERA Style Studios on Wheels, a novel concept Any drastic change in Government policy may affect your
to take CERA products to the doorsteps of key decision makers like Company.
architects, developers, etc.
(e) Internal Control Systems and their adequacy
Your Company’s current brand ambassador, Bollywood style and
fashion icon and acclaimed actress, Sonam Kapoor, has added to the The Company has an adequate system of internal financial
brands visibility. High decibel television campaigns were unleased on controls with reference to the financial statements and also
national and regional channels showcasing sanitaryware, faucets and relating to the purchase of stores, raw materials, plant &
tiles. The television campaign was supplemented by print machineries, equipments and various components and for
advertisements in magazines. the sale of goods commensurate with the size of the Company
Your Company also strengthened CERA Care, its after-sales division and the nature of business.
with induction of technicians for taking care of its services in all key The system of internal control of the Company is adequate
cities of the country. keeping in mind the size and complexity of your Company’s
During the year, your company received several awards for its business. Systems are regularly reviewed to ensure
effectiveness.
performance — like Star SME from Business Standard, Busness
Knights award from Economic Times, Best Mid-sized Company award The internal auditors monitor and evaluate the efficacy and
from Nav Gujarat Samay, Gujarat Ratna award from CNBC, Trusted adequacy of internal control system in the company, its
Brand award from Reader’s Digest, Asia’s Most Promising Brand compliance with operating systems, accounting procedures
award from WCRC, etc. to just name a few. and policies. Based on the report on the internal audit function,
Your Company has made an exclusive tie up with Italian luxury designer necessary corrective actions in the respective areas are taken
and thereby strengthen the controls. Significant audit
sanitaryware brand, ISVEA, to market their luxury range of
observations and corrective actions thereon are presented to
sanitaryware in India. This will help your company enter the luxury
segment. the audit committee of the board.
(f) Financial performance with respect to operational performance
a) Industry Structure and Developments
is discussed in the main part of the Report.
Your Company’s growth continues by virtue of its brand power, (g) Material Developments in Human Resources, Industrial
customer loyalty, product quality and distribution strength, built
Relations, Environment, Health & Safety
over a period of 35 years. Your Company’s brand extension
to other related categories like faucets and tiles has helped in Faced with the shortage of quality manpower, the thrust of
accelerating the growth. your Company has been on talent improvement through training
The industry structure remains unchanged viz. Indian programmes.
manufacturers in organized and unorganized sectors; Your Company continues to invest in training and development
International brands with or without manufacturing in India and of its employees and has been organizing various training
imports from countries like China. programmes from time to time. CERA’s manpower strength
b) Opportunities and Threats as on March 31, 2016 stands at 2415.
The Company is ISO 9001, 14001 and BS 18001 certified.
Your Company has been growing despite the two threats—
Your Company is also a member of Indian Green Building
international brands and slow down in housing construction. Council (IGBC), promoted by Confederation of Indian Industry
The demand in mid-segment housing is less affected and your (CII).
11
Annual Report 2015-2016
A nnexure - B to the Directors’ Report five Municipal schools in Kadi and nearby village Kundal have been
provided with about 125 computers and associated accessories
Corporate Social Responsibility (CSR) like printers and mouse pads along with tables, chairs and stationery
for providing quality education in basic computer skills to young
students of primary classes. Conducted by qualified instructors
Empowering Society; Empowering Ourselves
appointed under the Programme, the computer education facilities
are helping the students gain access to higher skills and knowledge
Real progress occurs when privileges are balanced with the
opportunities. The Programme also supports the setting up of more
responsibilities towards society. Your Company has always laid
computer education facilities in Mehsana district in the near future.
emphasis on progress with a social commitment. We believe strongly
For encouraging education for girls, exclusive classes are also
in our core values of empowerment and betterment of not only the
held for girl students from 7:30 a.m. to 10:30 a.m. & 3:00 p.m. to
employees but also our communities. Following this principle, Late
4:00 p.m., while classes for boys are held from 7:30 a.m. to 9:30
Shri Vidush Somany our Executive Director had laid the foundation
a.m. & 3:00 p.m. to 6:30 p.m. scattered in different locations.
of a comprehensive approach towards promoting and facilitating
Facilitating the young students in all aspects including availability of
various aspects of our surrounding communities.
stationary items, the Programme provides educational support and
from the nutritional point of view as well by providing regular
Vidush Somany Education Programme refreshments.

Education is an important prerequisite for the development of our Cera has constructed about 136 Toilets & Urinals at public schools
communities. The youth holds the potential of bringing about in Kadi & nearby villages. On keeping light to the development of
fundamental changes in our society. This potential can be unleashed health & nutrition for young students, Cera arranged a Health
with proper educational facilities. Checkup Camp at Kadi for schools and nearby children. Cera also
arranged Health camp for adults.
The Vidush Somany Education Programme was launched with
the aim of empowering young students by facilitating basic education The Programme also supports the children of Kadi workers in
of high standards. With the support of Government schools, the realizing their aspirations of higher education. Recognizing their
Programme has been successful in benefitting nearly 1200 plus potential and aspirations, the Programme has encouraged
students in Kadi Town and Vill. Kundal, Mehsana district of Gujarat meritorious students of Kadi by offering education expenses for
during the year. Understanding the need of the new generation of their higher education in the fields of Engineering, Medical and
students, basic training in computer skills and other courses have Pharma.
been provided to primary schools in Kadi and surrounding areas.
Cera has contributed the CSR activity for women empowerment at
An important aspect of this overreaching Programme is to facilitate Vill. Kundal & Kadi location towards conducting stitching classes
and augment the basic formal education provided to students in with well experienced professional tutor, sewing machines, materials
Government schools. With the approval of District Education Officer and accessories. This year we have explored other women
(Primary), Mehsana District, the Programme holds special coaching empowerment activities at Bhavpura location, Kadi like cooking,
classes for school students of classes from 3rd to 10th standard in beauty parlor, hand embroidery, basic computer courses. We have
Kadi and Kundal at no extra charges. The special classes are empowered 750 women in this programme. Currently 100 ladies
conducted within the school premises by qualified tutors supported are undergoing the empowerment activities aided through Cera.
under the Programme with an emphasis towards providing personal
attention and hence limiting each batch to 30 students only. The
The Company has contributed to ISKON Food Relief Foundation
special classes offer additional training to students in the subjects
which will give mid-day mealsto 1001 needy children for a year and
of Mathematics, Science, Social Science, English, Skill Development
to ROTARY CLUB – Kolkata and Ahmedabad for construction of
and Elementary Computer skills. Under the aegis of the Programme,
Shelter home at Hospital and Class rooms at Municipal Schools.

12
 Cera Sanitaryware Limited
A nnexure - I to the Directors' Report
Disclosure of particulars with respect to Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 and
forming part of the Report of the Board of Directors for the year ended 31st March, 2016.

A. Energy Conservation

Discussed in main report

B. Technology Absorption

NIL

Research and Development (R & D)

1. Specific areas in which R & D is carried out : The Company’s Research & Development Unit recognized by the
Department of Scientific and Industrial Research (DSIR), Government of
India, since 1989 has been relentlessly working for the improvement in
quality of sanitary ware products, cost reduction through the use of new
and cheaper raw materials, changes incorporated in their quality
specifications, minimizing wastes and losses at different stages of
production, recycling of unfired and fired wastes generated in production
as well as pollution abetment to keep the company ahead of market
competition.

Some innovative R&D activities carried out and commenced commercial

production during the year under report are :

An Opaque Glaze named as “Snow White” developed earlier and

voted as the product of the year in Sanitary ware category for two
successive years since 2011 in a row has been further upgraded
through replacement of costly zircon opacifier by cheaper one and
still maintaining the highest quality standard.

Several dark colored glazes have been developed utilizing colorants/

stains from indigenous sources through import substitution and also
commenced commercial production minimizing several teething
problems.

Development of a new cost effective body utilizing increased quantity

of fired waste (pitcher) in the body composition and commenced
commercial production during the year under report. The said
development has thus helped not only the consumption of increased
quantity of solid wastes but also in conserving the same quantity of
fresh raw materials for future use.

Developing of an Antimicrobial glaze, utilizing the indigenously

developed antimicrobial material available in the market and its up-
scaling activity leading to commercial production is still under
consideration.

Development of a new and innovative crack resistant body utilizing a

new and an unconventional raw material initiated at R & D some times
back has been completed successfully with promising result. The
said body and also other bodies incorporating indigenous raw materials
are under trial in the pilot plant. On successful completion of pilot plant
production, the said bodies would be introduced for commercial
production.

The Company has launched a project titled “Waste Minimization and

Waste Utilization Program” and lots of measures have been taken to
arrest wastage in solid, liquid and gaseous as well as electricity at
different stages of production as a continuous program.
Simultaneously, the generated wastes of body and glaze are benefited
and used in production on regular basis. Necessary infrastructure
has also been created to continue the activities in future.

Technology for developing new and innovative designs through 3D

printing technology is being adopted during the year.

13
Annual Report 2015-2016
2. Benefit derived as a result : With the introduction of new and cheaper raw materials from new sources
and import substitution of raw materials, colors and other inputs, the cost of
production is expected to reduce.

3. Future plan of action : To minimize imports through utilization of raw materials and other inputs
from indigenous sources for better inventory management and cost
reduction.
To develop various eco-friendly glazes matching to the international
standards of quality.
To initiate further innovation in the areas of development of bodies and
glazes as R & D is a never ending process for making improvement in
both once-fired and refire recovery as well as energy conservation.
The modernization of entire R&D division is under progress through
replacement of old and obsolete equipments by new equipments with
change in the layout of building.
A series of matt glazes were also developed. Products were also
made in dual colors.
A superfine fire clay Sanitaryware body was developed and introduced
in production to produce thin-rim wash basins.
Chemical Laboratory was set up to analyze raw materials and also
Sanitaryware bodies.
A stamping ink was developed to apply on fired pieces.
A plastic than Clay was introduced in production along with other clays.
New Composition for different type of colour glazes were developed to
enhance the surface quality of fired pieces.
Several new vendors were developed and introduced for supply of
various colour and chemicals.
To improve the existing products aesthetic glaze features of the
products, we planned to introduce Robotic glazing for the green
products which not only will improve the uniformity of the glazing but it
will reduce the manual handlings of green pieces also. Through robotic
glazing we will be able to optimize the glaze consumption also. Uniform
glaze surface of the products increase the aesthetic appearance and
gloss of the product significantly.

4. Expenditure on R & D
a) Capital : ` 104.78 Lacs
b) Recurring : ` 98.11 Lacs
c) Total : ` 202.89 Lacs
d) Total R & D Expenditure as a
percentage of total turnover : 0.22%

C. Foreign Exchange earnings and outgo

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. Foreign exchange
used and earned by the Company during the year is as under :
Total foreign exchange used : `11820.33 Lacs
Total foreign exchange earned : ` 801.46 Lacs

14
 Cera Sanitaryware Limited
A nnexure - II to the Directors' Report
Form AOC – 1
(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries / associate Companies / joint ventures
Part “A” : Subsidiaries
Sl.No. Particulars Details
1. Name of the Subsidiary ANJANI TILES LIMITED
2. Reporting period for the subsidiary concerned, if different from the holding Period ending on 31st March, 2016
Company’s reporting period
3. Reporting Currency and Exchange rate as on the last date of the relevant N.A.
Financial Year in the case of foreign subsidiaries
4. Share Capital ` 36,00,00,000/-
5. Reserves & surplus Nil
6. Total Assets ` 76,66,38,652/-
7. Total Liabilities ` 40,66,38,652/-
8. Investments Nil
9. Turnover Nil
10. Profit before Taxation Nil
11. Provision for Taxation Nil
12. Profit after Taxation Nil
13. Proposed Dividend Nil
14. % of shareholding Equity 51 %
Preference 55.92 %

Part “B” : Associates and Joint Ventures - N.A.

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of Associates/ Joint Ventures
1. Latest Audited Balance Sheet Date
2. Shares of Associates/ Joint Ventures held by the Company on the year end
No
Amount of Investment in Associates/ Joint Ventures
Extent of Holding % N.A.
3. Description of how there is significant influence
4. Reason why the Associate/ Joint Venture is not consolidated
5. Net worth attributable to shareholding as per latest audited Balance Sheet
6. Profit / Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

Vikram Somany Chairman and Managing Director

Rajesh B. Shah
CFO & COO (Fin. & Comm.) Deepshikha Khaitan Director

Sajan Kumar Pasari Director

Narendra N. Patel
President & Company Secretary Lalit Kumar Bohania Director

Atul Sanghvi Executive Director

Place : Kolkata
Date : 3rd May, 2016
15
 Annexure - III to the Directors' Report
Form No.AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies
Act, 2013 including certain arm's length transactions under third proviso thereto.
1) Details of contracts or arrangements or transactions not at arm’s length basis
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts / arrangements / transactions
(c) Duration of the contracts / arrangements/ transactions
Annual Report 2015-2016

(d) Salient terms of the contracts or arrangements or transactions including the value, if any NOT APPLICABLE
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date (s) of approval by the Board
(g) Amount paid as advances, if any;
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188
2) Details of material contracts or arrangements or transactions at arm’s length basis
(a) Name(s) of the related party and Madhusudan Industries Swadeshi Fan Dr. K. N. Maiti Smt.Smiti Somany Smt.Pooja Jain Somany
nature of relationship Ltd. Industries Ltd. Holding place Holding of office Holding of office
Directors interested Directors interested of profit
(b) Nature of contracts / arrangements / Leasing of Property Reimbursement Professional Director - Holding Place Holding Place
transactions Reimbursement of of Expenses Consultancy Fees of Profit of Profit

16
Expenses
(c) Duration of the contracts / arrangements/ 01-07-2013 to As and When actual 01-04-2014 to Till termination Till termination
transactions 31-01-2018 payment made 31-03-2019
(d) Salient terms of the contracts or Monthly lease No formal contract As per AGM notice As per AGM As per AGM
arrangements or transactions including Rent of ` 913442/- dated 25-04-2013. notice dated notice dated
the value, if any Monthly consultancy 22-07-2011 22-07-2011
fees ranging from `
175000/- to ` 450000/-
(e) Date (s) of approval by the Board, if any, Every Board meeting Every Board meeting 25-04-2013 21-07-2011 21-07-2011
held after payment & held after payment (AGM approval (AGM approval (AGM approval
02-02-2015 date 11-07-2013) date 06-09-2011) date 06-09-2011)
(f) Amount paid as advances, if any; Deposits NA NA NA NA
` 1946000/-
The other details are mentioned in Note no.40 of attached Financial Statements for the year ended 31-03-2016

For and on behalf of the Board of Directors

Kolkata Vikram Somany

May 03, 2016 Chairman and Managing Director
 Cera Sanitaryware Limited
A nnexure - IV to the Directors’ Report
Corporate Social Responsibility (CSR)
[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014]
1. A brief outline of the Company’s CSR policy, including : CSR policy of the company is available at web link :
overview of the projects or programs proposed to http://www.cera-india.com/Content.aspx?conld=18
be undertaken and a reference to the weblink to the Projects to be undertaken : education, health, woman empowerment
CSR policy and projects or programs
2. The Composition of the CSR Committee.
Shri Vikram Somany – Chairman Smt. Deepshikha Khaitan – Member
Shri Atul Sanghvi – Member Shri Ashok Chhajed – Member
3. Average net profit of the Company for last three financial years : ` 9004.88 Lacs
4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above) :
The Company was required to spend towards CSR. : ` 180.10 Lacs
5. Details of CSR spent during the financial Year :
a) Total amount to be spent for financial year : ` 235.57 Lacs (Including ` 55.47 Lacs amount unspent of previous year)
b) Amount unspent, if any : ` 69.76 Lacs
c) Manner in which the amount spent during the financial year is detailed below : (` in Lacs)
Sr. CSR Project Sector in Projects or Amt. Amt. spent on Cumulative Amount
No. or Activity Which the Programs (1) outlay the projects or expenditure spent :
identified project is local area or (Budget) programs upto Direct or
covered other project or Sub-heads: to the through
(2) Specify the programs (1) Direct reporting implementing
state and district wise expenditure period agency
where projects or on projects
programs was or programs
undertaken (2) overheads
1 2 3 4 5 6 7 8
1. Scholarship to Literacy Kadi, Kundal 35.00 27.90 27.90 Direct
Meritorious Students; (Gujarat)
Educational Support
for 6 Schools
2. Medical Assistance; Healthcare Kadi 15.00 11.14 11.14 Direct
Health Camps and Kidney Ahmedabad
Yoga Facility awareness, (Gujarat)
Spritual Dev.
3 Women Upliftment/ Kadi, Kundal 5.00 2.45 2.45 Direct
Empowerment Women (Gujarat)
Empowerment
4 Drinking Facility; Educational Kadi, Sarsav, 75.00 58.71 58.71 Direct
Provision of Computers; Support Budasan
Furniture Distribution Facilities (Gujarat)
5 Food to Needy Upliftment of Kolkata, Kadi 35.00 31.86 31.86 Direct
poor And (Gujarat &
needy children West Bangal)
6 Rural Development Environment Kolkata 10.00 6.00 6.00 Direct
conservation Kadi
& Construction (Gujarat &
of Roof & West Bangal)
stair case
7 Night Shelter Facility Night Shelter Kolkata 22.00 22.00 22.00 Direct
to Needy Facility for (West Bangal)
Child Health
8 Assets Assets Kadi (Gujarat) 8.57 5.75 5.75 Direct
TOTAL 205.57 165.81 165.81

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof,
the Company shall provide the reasons for not spending the amount in its Board report.
The Company has undertaken various projects mentioned above within immediate vicinity of plant. The projects are running on continuous
basis. Due to unavailability of projects amount remain unspent. The Company will make efforts to spend these amount in F.Y. 2016-17.
7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy is in compliance with CSR
objectives and policy of the Company.
The implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company.
S.C. Kothari Vikram Somany
Chief Executive Officer Chairman CSR Committee
17
Annual Report 2015-2016
A nnexure - V to the Directors' Report
Details as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

Sr.No. Particulars

i. The ratio of the remuneration of each director to the median Wholetime Directors
remuneration of the employees of the company for the financial CMD ED
year. 62x 17x

ii. The % increase in remuneration of each Director, Chief Financial Wholetime Directors KMPs
Officer, Chief Executive Officer, Company Secretary or Manager, CMD ED CEO CFO CS
if any in the financial year. 6.25% 20% 12% 20% 23%

iii. The % increase in the median remuneration of employees in the 17 – 20%

financial year.

iv. The number of permanent employees on the rolls of Company. 2415

v. The explanation on the relationship between average increase in Annual increase in remuneration is based on the remuneration
remuneration and Company performance. policy for different grades, industry pattern, qualifications and
experience, responsibilities shouldered and individual
vi. Comparison of the remuneration of the Key Managerial Personnel performance of the Key Managerial personnel & other
against the performance of the Company. employees and also performance of the Company.
vii. Variations in the market capitalization of the company, price 2015-16 2014-15
earnings ratio as at the closing date of the current financial year Market ` 2392.43 Cr. ` 3227.21 Cr.
and previous financial year and percentage increase over Capitalisation
decrease in the market quotations of the shares of the company
in comparison to the rate at which the Company came out with PE Ratio 28.67 46.50
the last public offer.
Last Public (Not Applicable (Not Applicable
Offer as no public as no public
Market offer made by offer made by
Quotation the Company.) the Company.)

viii. Average percentile increase already made in the salaries of The percentage increase in the salaries of the employees other
employees other than the managerial personnel in the last financial than the managerial personnel in the last financial year is 17%-
year and its comparison with the percentile increase in the 20% as against an increase of 12%-20% in the salary of the
managerial remuneration and justification thereof and point out if chairman and managing director & executive director
there are any exceptional circumstances for increase in the (Managerial Personnel as defined under the Act). Annual
managerial remuneration. increase in remuneration is based on different grades, industry
pattern, qualifications & experience, responsibilities shouldered
and individual performance of managerial personnel and other
employees.

ix. Comparison of the remuneration of the each Key Managerial Particulars % of Net Sales for F.Y 2015-16.
Personnel against the performance of the Company. CMD 0.57%
ED 0.15%
CEO 0.27%
CFO 0.07%
CS 0.05%
x. The key parameters for any variable component of remuneration Key parameters of Whole time Directors’ variable remuneration
availed by the directors. includes components like incentive on growth of top-line and
growth in profitability.

xi. The ratio of the remuneration of the highest paid director to that of
NOT APPLICABLE
the employees who are not directors but receive remuneration in
excess of the highest paid director during the year and

xii. Affirmation that the remuneration is as per the remuneration policy Remuneration is as per the remuneration policy of the Company.
of the Company.

18
 Cera Sanitaryware Limited
A nnexure - VI to the Directors' Report

Details of employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming
part of the Directors’ Report for the year ended 31st March, 2016.
A. Names of Employees employed through out the year and were in receipt of remuneration of not less than ` 60,00,000/- during
the year:
Sr. Name & Age Designation/ Remuneration Qualifications & Date of Last Employment, Equity
No. (Years) Nature of Duties (`) Experience commencement Name of employer, shares
(Years) of Post held and held with
employment period (Years) spouse &
dependent
children
(in %)
(1) (2) (3) (4) (5) (6) (7) (8)
1 Shri Vikram Chairman and 5,31,17,565 B.Sc., FCMI (U.K.) 13.08.2002 Madhusudan Industries 19.87
Somany Managing Director (41 years) Limited
(66 years) Chairman cum
Managing Director
(1 year)
2 Shri Subhash CEO 2,53,51,331 B.Com., LLB, FCA 12.09.2012 Cera Sanitaryware Ltd. 0.05
Chandra Kothari (42 years) (Whole Time Director)
(71 years) (24 Years)

3 Shri Atul Sanghvi Executive Director 1,45,61,190 MBA (Marketing) 18.01.1999 Grasim Industries Ltd. 0.00
(54 years) (32 years) Cement Division
GM (Marketing)
(11 years)

4 Shri Vivek Tewari President 85,54,732 M.Tech., MBA 03.12.2013 HSIL Ltd., 0.00
(48 years) (Works) (24 years) Associate VP(works)
(5 years)
5 Shri Rajesh B. Shah CFO / COO 70,28,202 B.Com., ACA 05.04.2005 Madhusudan Ind. Ltd. 0.00
(57 years) (Fin. & Comm.) (30 years) G.M ( Finance )
( 20 years )

6 Shri Abbey Sr. V.P 1,08,35,535 B.Com., PGDMSM 09.12.1996 Deluxe Sanitary 0.03
Rodrigues (Marketing) (22 years) Appliances Sales
(45 years) Executive (1.5 years)

7 Shri P. K. Sr. V. P. 1,05,26,661 M.A. (English) 15.10.1991 Mudra Commu. Ltd. 0.00
Shashidharan (Marketing) (36 years) Sr.Media Executive
(57 years) (12 Years)

B. Names of Employees employed for part of the year and were in receipt of remuneration of not less than ` 5,00,000/- per month:
Sr. Name & Age Designation/ Remuneration Qualifications & Date of Last Employment, Equity
No. (Years) Nature of Duties (`) Experience commencement Name of employer, shares
(Years) of Post held and held with
employment period (Years) spouse &
dependent
children
(in %)
(1) (2) (3) (4) (5) (6) (7) (8)
Nil

Notes :
1. Gross remuneration as above includes Salary, Incentives, Company’s contribution to Provident Fund, Leave Encashment, Leave Travel
Reimbursement, Medical Expenses Reimbursement, House Rent Allowance, Housing Accommodation and Monetary value of perquisites
calculated in accordance with the provisions of Income Tax Act, 1961 and Rules made there under.
2. Shri Vikram Somany is a father of Smt. Deepshikha Khaitan, director of the Company.

19
Annual Report 2015-2016
A nnexure - VII to the Directors' Report
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31.03.2016
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN : L26910GJ1998PLC034400
ii) Registration Date : 17.07.1998
iii) Name of the Company : Cera Sanitaryware Limited
iv) Category / Sub-Category of the Company : Public Limited Company
v) Address of the Registered office and contact details : 9, GIDC Industrial Estate, Kadi 382715, Dist. Mehsana.
Phone : (02764) 242329 Fax (02764) 242465
vi) Whether listed Company ? Yes / No : Yes
vii) Name, Address and Contact details of : MCS Share Transfer Agent Limited, 201, Shatdal Complex, 2nd floor,
Registrar and Transfer Agent, if any Opp. Bata Show Room, Ashram Road, Ahmedabad – 380 009.
Phone No. : 079-26580461, Email ID : mcsstaahmd@gmail.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
SI. No. Name and Description of main NIC Code of the Product/ service % to total turnover of the company
products / services
1 Sanitaryware, Tiles, Bathroom 239 (NIC 2008) 100
accessories & products, Faucetsware

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.No. Name and Address of CIN/GLN Holding/ % of shares Applicable
the Company Subsidiary/Associate held Section
1 Anjani Tiles Limited U26990AP2015PLC096439 Subsidiary 51% 2(87)
Registered Office Address: (equity)
D. No. 9-34/1,
Tadepalligudem Road, 55.92%
Vishnupur, Bhimavaram (Pref.)
Andhra Pradesh - 534202

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of No. shares held at the beginning No. shares held at the end % change
Shareholders of the year of the year during
the Year
Demat Physical Total % of total Demat Physical Total % of total
Shares Shares
(A) Shareholding of
Promoter and
Promoter Group
1 Indian
(a) Individuals/ Hindu 2846809 0 2846809 21.88 2855203 0 2855203 21.95 0.07
Undivided Family
(b) Central Government/ 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s)
(c) Bodies Corporate 4265436 0 4265436 32.80 4265436 0 4265436 32.80 0.00
(d) Financial Institutions/ 0 0 0 0.00 0 0 0 0.00 0.00
Banks
(e) Any Others(Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total(A)(1) 7112245 0 7112245 54.68 7120639 0 7120639 54.75 0.07

20
 Cera Sanitaryware Limited
Category of No. shares held at the beginning No. shares held at the end % change
Shareholders of the year of the year during
the Year
Demat Physical Total % of total Demat Physical Total % of total
Shares Shares
2 Foreign
(a) Individuals (Non- 0 0 0 0.00 0 0 0 0.00 0.00
Residents Individuals/
Foreign Individuals)
(b) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(c) Financial Institutions/ 0 0 0 0.00 0 0 0 0.00 0.00
Banks
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(e) Any Others(Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total(A)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding 7112245 0 7112245 54.68 7120639 0 7120639 54.75 0.07
of Promoter and
Promoter Group
(A)= (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 315367 500 315867 2.43 603605 500 604105 4.64 2.22
(b) Financial Institutions / 101954 5300 107254 0.82 239795 5300 245095 1.88 1.06
Banks
(c) Central Government/ 0 0 0 0.00 0 0 0 0.00 0.00
State Government(s)
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(e) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
(f) Foreign Institutional 1999054 0 1999054 15.37 1801461 0 1801461 13.85 -1.52
Investors
(g) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00
Capital Investors
(h) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(i) Any Other (specify) - 351000 0 351000 2.70 351000 0 351000 2.70 0.00
Foreign Body Corporate
Sub-Total (B)(1) 2767375 5800 2773175 21.32 2995861 5800 3001661 23.08 1.76
2 Non-institutions
(a) Bodies Corporate 325439 8650 334089 2.57 258411 7850 266261 2.05 -0.52
(b) Individuals
I Individual shareholders
holding nominal share
capital up to ` 1 lakh 1229140 457150 1686290 12.97 1240349 411859 1652208 12.70 -0.26
II Individual shareholders 841333 0 841333 6.47 793940 0 793940 6.10 -0.36
holding nominal share
capital in excess of `
1 lakh
(c) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(d) Any Other (specify)
I Hindu Undivided Family 79374 400 79774 0.61 72751 400 73151 0.56 -0.05
II Non Resident Individuals 131568 1500 133068 1.02 48614 1500 50114 0.39 -0.64
III Trusts 45900 0 45900 0.35 47900 0 47900 0.37 0.02
Sub-Total (B)(2) 2652754 467700 3120454 24.00 2461965 421609 2883574 22.17 -1.82

21
Annual Report 2015-2016
Category of No. shares held at the beginning No. shares held at the end % change
Shareholders of the year of the year during
the Year
Demat Physical Total % of total Demat Physical Total % of total
Shares Shares
(B) Total Public 5420129 473500 5893629 45.32 5457826 427409 5885235 45.25 -0.06
Shareholding
(B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 12532374 473500 13005874 100.00 12578465 427409 13005874 100.00 0.00
(C) Shares held by
Custodians and
against which
Depository Receipts
have been issued
1 Promoter and
Promoter Group 0 0 0 0.00 0 0 0 0.00 0.00
2 Public 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (C) 0 0 0 0.00 0 0 0 0.00 0.00
GRAND TOTAL
(A)+(B)+(C) 12532374 473500 13005874 100.00 12578465 427409 13005874 100.00 0.00
(ii) Shareholding of Promoters
Sr. Name of the Shareholding at the Shareholding at the
No. shareholder beginning of the year end of the year % change in
No. of % of % of No. of % of % of shareholding
Shares total Shares Shares total Shares during
shares of pledged / shares of pledged / the year
the encumbered the encumbered
company to total company to total
shares shares
1 VIKRAM INVESTMENT 2900275 22.30 0.00 2900275 22.30 0.00 0.00
CO. LTD.
2 MADHUSUDAN 7500 0.06 0.00 7500 0.06 0.00 0.00
HOLDINGS LTD.
3 VIKRAM SOMANY 941953 7.24 0.00 945847 7.27 0.00 0.03
4 REKHA COMMERCIAL 532388 4.09 0.00 532388 4.09 0.00 0.00
LTD.
5 TRISURE PROMOTIONS 484400 3.72 0.00 484400 3.72 0.00 0.00
& TRADINGS LTD.
6 SMITI SOMANY 1542240 11.86 0.00 1542240 11.86 0.00 0.00
7 SUVINAY TRADING & 259420 1.99 0.00 259420 1.99 0.00 0.00
INVESTMENT CO. LTD.
8 VIKRAM SOMANY 100000 0.77 0.00 100000 0.77 0.00 0.00
9 VENUGOPAL 63388 0.49 0.00 63388 0.49 0.00 0.00
HOLDINGS LTD.
10 DEEPSHIKHA KHAITAN 39116 0.30 0.00 39116 0.30 0.00 0.00
11 GANGA SOMANY 23500 0.18 0.00 28000 0.22 0.00 0.04
12 POOJA JAIN SOMANY 200000 1.54 0.00 200000 1.54 0.00 0.00
13 MADHUSUDAN 18065 0.14 0.00 18065 0.14 0.00 0.00
INDUSTRIES LTD.
TOTAL 7112245 54.68 0.00 7120639 54.75 0.00 0.07

22
 Cera Sanitaryware Limited
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
SI. Shareholding at the beginning of the year Cumulative Shareholding during the year
No. No. of shares % of total No. of shares % of total
shares of the company shares of the company
At the beginning of the year 7112245 54.685 7112245 54.68
27.04.2015 (Purchase) 1394 0.011 7113639 54.70
28.04.2015 (Purchase) 2000 0.015 7115639 54.71
30.04.2015 (Purchase) 1000 0.008 7116639 54.72
03.08.2015 (Purchase) 2500 0.019 7119139 54.74
04.08.2015 (Purchase) 1500 0.012 7120639 54.75
At the end of the year 7120639 54.75

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. For Each of the top 10 Shareholding at the Shareholding at the
No. Shareholders beginning of the year end of the year
No. of Shares % of total No. of Shares % of total
shares of shares of
the Company the Company
1 JWALAMUKHI INVESTMENT HOLDINGS 821296 6.31 597286 4.59
Sale
Cumulative Holdings : 05.06.2015 - 775286, 17.07.2015 - 660286, 23.10.2015 - 597286
2 NALANDA INDIA EQUITY FUND LIMITED 371558 2.86 371558 2.86
No Change
3 INDIA 2020 FUND II, LIMITED 351000 2.70 351000 2.70
No Change
4 VIJAY KEDIA 253000 1.95 250000 1.92
Sale
Cumulative Holdings - 10.04.2015 - 252000, 24.04.2015 - 250574, 01.05.2015 - 250242, 08.05.2015 - 250000
5 SAJAN KUMAR PASARI 245140 1.88 245140 1.88
No Change
6 STEADVIEW CAPITAL MAURITIUS LIMITED 236120 1.82 236655 1.82
Purchase
Cumulative Holdings - 21.08.2015 - 236655
7 MALABAR INDIA FUND LIMITED 110165 0.85 230061 1.77
Purchase
Cumulative Holdings - 01.05.2015 - 130165, 12.06.2015 - 137559, 19.06.2015 - 143836, 10.07.2015 - 190165,
17.07.2015 - 192401, 22.01.2016 - 201614, 29.01.2016 - 205312, 05.02.2016 - 210782, 12.02.2016 - 222403,
19.02.2016 - 229636, 26.02.2016 - 230061
8 TATA BALANCED FUND 147000 1.13 200000 1.54
Purchase -
Cumulative Holdings - 10.04.2015 - 150000, 01.05.2015 - 170000, 05.06.2015 - 200000
9 ABG CAPITAL 97115 0.75 169048 1.30
Purchase
Cumulative Holdings - 10.04.2015 - 101062, 21.08.2015 - 103429, 28.08.2015 - 118429, 04.09.2015 - 119729,
23.10.2015 - 149729, 30.10.2015 - 179729,
Sale
18.03.2016 - 172646, 25.03.2016 - 171923, 31.03.2016 - 169048
10 DSP BLACKROCK MICRO CAP FUND 0 0.00 133426 1.03
Purchase
Cumulative Holdings - 17.07.2015 - 117625, 24.07.2015 - 117702,
31.07.2015 - 132027, 18.09.2015 - 133215, 25.09.2015 - 133426

23
Annual Report 2015-2016
(v) Shareholding of Directors and Key Managerial Personnel
Sr. Shareholding at the beginning of Shareholding at the end of
No. For each of the Directors and KMPs the year the year
No. of shares % of total shares No. of shares % of total shares
of the Company of the Company
1 Shri Vikram Somany 1041953 8.01 1045847 8.04
27.04.2015 - 1394 (Purchase)
03.08.2015 - 2500 (Purchase)
2 Shri Sajan Kumar Pasari 245140 1.88 245140 1.88
3 Smt. Deepshikha Khaitan 39116 0.30 39116 0.30
4 Shri Ashok Chhajed* 600 0.00 600 0.00
5 Shri Lalit Kumar Bohania 0 0.00 0 0.00
6 Shri Govindbhai P. Patel 0 0.00 0 0.00
7 Dr. K. N. Maiti 0 0.00 0 0.00
8 Shri Atul Sanghvi 18 0.00 18 0.00
9 Shri S. C. Kothari 6754 0.05 6754 0.05
10 Shri Rajesh B. Shah 252 0.00 252 0.00
11 Shri Narendra N. Patel 0 0.00 0 0.00

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment (Amount in `)
Particulars Secured Loans Unsecured Loans Deposits Total
excluding deposits Indebtedness
Indebtedness at the
beginning of the financial year
i) Principal Amount 681616309 0 84820621 766436930
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 681616309 0 84820621 766436930
Change in Indebtedness during
the financial year
Addition 0 0 10523523 10523523
Reduction -330773988 0 0 -330773988
Net Change -330773988 0 10523523 -320250465
Indebtedness at the end of the financial year
i) Principal Amount 350842321 0 95344144 446186465
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 350842321 0 95344144 446186465

24
 Cera Sanitaryware Limited
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/ or Manager:
SI. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount (`)
no.
Vikram Somany Atul Sanghvi
1 Gross salary
(a) Salary as per provisions contained in 48406000 13276672 61682672
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961. 0 0 0
(c) Profits in lieu of salary under section 17(3) 0 0 0
Income-tax Act, 1961
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission
- as % of Profit 0 0 0
- Others, specify as a % on sales 0 0 0
5 Others, specify (perq + PF) 4711565 1284518 5996083
Total (A) 53117565 14561190 67678755
Celling as per Act 67513194 67513194 135026388
B. Remuneration to other directors:
SI. Particulars of Remuneration Name of Directors Total
no. Amount (`)
1 Independent Directors Ashok Sajan Kumar Govindbhai P. Lalit Kumar
Chhajed* Pasari Patel Bohania
• Fee for attending board / committee meetings 20000 30000 20000 30000 100000
• Commission 200000 200000 200000 200000 800000
• Others, please specify 0 0 0 0 0
Total (1) 220000 230000 220000 230000 900000
2 Other Non-Executive Directors Dr. K. N. Maiti** Smt.
Deepshikha
Khaitan
• Fee for attending board committee meetings 20000 30000 50000
• Commission 200000 200000 400000
• Others, please specify 0 0 0
Total (2) 220000 230000 450000
Total (B)=(1+2) 1350000
Total Managerial Remuneration 69028755
Overall Ceiling as per the Act 148529026

25
Annual Report 2015-2016
C. Remuneration to key managerial personnel other than MD / Manager / WTD
SI. Particulars of Remuneration Key Managerial Personnel Total
no. CEO CS CFO Amount (`)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) 23243200 3511424 6133360 32887984
of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission
- as % of profit 0 0 0 0
- others. specify... 0 0 0 0
5 Others, please specify (Perq + PF) 2108131 597153 894842 3600126
Total 25351331 4108577 7028202 36488110
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES : NIL
Type Section of the Brief Details of Authority Appeal
Companies Act Description Penalty/ [RD / NCLT/ made, if any
Punishment/ COURT] (give Details)
Compounding
fees imposed
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

* Ceased to be a director w.e.f. 23.04.2016.

** Dr. K. N. Maiti is also paid consultancy fee of ` 37,55,645/- as Ceramic Scientist.

26
 Cera Sanitaryware Limited
A nnexure - VIII to the Directors' Report Performance Evaluation:

CORPORATE GOVERNANCE REPORT Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
(As required under the Companies Act, 2013 and SEBI (Listing Regulations, 2015, the Board has carried out the annual
Obligations and Disclosure Requirements) Regulations, 2015) performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Audit
1) Company’s Philosophy Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee. The Board’s functioning
The Company believes in the practice of good Corporate
such as adequacy of the composition of the Board and its
Governance and acting as a good corporate citizen.
Committees, Board culture, execution and performance of the
The spirit of Corporate Governance has been prevailing in the specific duties, obligations and governance were also
Company. The Company believes in the values of evaluated.
transparency, professionalism and accountability. The A separate exercise was carried out to evaluate the
Company recognizes the accountability of the Board and performance of individual Directors including the Chairman of
importance of its decisions on its customers, dealers, the Board, who were evaluated on parameters such as level
employees, shareholders and with every individual, who comes of engagement and contribution, independence of judgement,
in contact with the Company. safeguarding the interest of the Company and its shareholders
etc. The performance evaluation of the Independent Directors
2) Board of Directors
was carried out by the entire Board. The performance
The Board comprises of a Chairman and Managing Director, evaluation of the Chairman and the Non-Independent Directors
an Executive Director, 4 (Four) Independent Directors and 2 was carried out by the Independent Directors, who also
(Two) Non-Executive Directors. reviewed the performance of the Secretarial Department. The
Directors expressed their satisfaction with the evaluation
The Company did not have any pecuniary relationship or process.
transactions with the Non-Executive Directors during the period
Independent Directors’ Meeting:
under review.
During the year under review, the Independent Directors met
During the year, 5 (five) Board Meetings were held on on 02.02.2016 inter alia, to discuss:
23.04.2015, 11.06.2015, 15.07.2015, 23.10.2015 and
02.02.2016. - Evaluation of the performance of Independent directors,
Non-Independent Directors, Executive Director, the Board
None of the directors on the Board are members in more than of Directors as a whole and Key Managerial Personnel;
ten committees and they do not act as Chairmen of more than
five committees across all companies in which they are - Evaluation of the performance of the Chairman and
directors. Managing Director of the Company,taking into account
the views of the Executive and Non-Executive Directors.
The composition of Board of Directors and their attendance at - Evaluation of the quality, content and time lines of flow of
the Board meetings during the year and at the last Annual information between the Management and the Board that
General Meeting as also number of other directorships and is necessary for the Board to effectively and reasonably
Committee Memberships are given below: perform its duties.
Sr. Name of Director Category of No. of Atten- No. of No. of
Code of Conduct
No. Directorship Board dance Other Other
Meetings At last director- Committee The Company has implemented model code of conduct for the
attended AGM ship Membership
Board members and senior Officers of the Company. The
1. Shri Vikram Somany Chairman and 5 YES 1 — code of conduct has been posted on the website of the
Managing Director Company i.e. www.cera-india.com
Promoter Director
Risk management Policy
2. Smt. Deepshikha Khaitan Non-Executive 3 YES 3 —
Promoter Director The Board of directors has framed, approved and implemented
3. Shri Sajan Kumar Pasari Non-Executive 3 NO 9 —
Risk Management Policy of the Company including identification
Independent Director and element of risks.

4. Shri Ashok Chhajed* Non-Executive 2 YES — — 3) Audit Committee

Independent Director
The Audit Committee, consists of 4 (Four) directors, namely
5. Dr. K N Maiti Non-Executive Director 2 NO — — Shri Govindbhai P. Patel– Chairman (Independent), Shri Vikram
Somany, Shri Sajan Kumar Pasari (Independent) and Shri Lalit
6. Shri Govindbhai P Patel Non-Executive 2 YES — —
Independent Director
Kumar Bohania (Independent). During the year, 4 (four) Audit
Committee Meetings were held on 23.04.2015, 15.07.2015,
7. Shri Lalit Kumar Bohania Non-Executive 3 NO 13 — 23.10.2015 and 02.02.2016.
Independent Director
8. Shri Atul Sanghvi Executive Director 2 YES 2 — Terms of reference
The role and terms of reference of the Audit Committee cover
* Ceased to be a director w.e.f. 23.04.2016. the matters specified for Audit Committees under Regulation
18 and Part – C of Schedule - II of the SEBI (Listing Obligations
Familiarization programs imparted to independent directors is
and Disclosure Requirements) Regulations, 2015 and Section
posted on Company’s website www.cera-india.com
177 of the Companies Act, 2013.
27
Annual Report 2015-2016
Name of Director No. of Meetings During the year under review, two meetings were held on 23.04.2015
and 23.10.2015.
Held Attended
6) Remuneration Policy
Shri Ashok Chhajed * 4 3
Shri Vikram Somany 4 3 Remuneration of employees largely consists of basic
remuneration and perquisites.
Shri Sajan Kumar Pasari 4 1
The component of the total remuneration varies for different
Shri Lalit Kumar Bohania 4 1
grades and is governed by Industry pattern, qualifications and
Shri Govindbhai P. Patel 4 3 experience of the employee, responsibilities handled by him
* Ceased to be a director w.e.f. 23.04.2016. and his individual performance, etc.

4) Nomination and Remuneration Committee The objectives of the remuneration policy are to motivate
employees to excel in their performance, recognize their
The Nomination and Remuneration Committee, consists of 4 contribution and to retain talent in the organization and accord
(Four) directors namely, Shri Govindbhai P. Patel – Chairman merit.
(Independent), Shri Vikram Somany, Shri Lalit Kumar Bohania
(Independent) and Shri Sajan Kumar Pasari (Independent). 7) Details of remuneration for the year ended 31.03.2016

The Committee fixes the Remuneration of Whole Time (i) Managing Director / Whole-time Director(s)
Directors, which include all elements of remuneration package
i.e. salary, benefits, bonus, incentives, pension, retirement
benefits and such other benefits.
The Committee also decides the fixed component and
performance linked incentives, performance criteria, service
contracts, notice period, severance fees etc. of the
remuneration package of working directors, as may be
necessary. During the year under review, 2 (Two) Nomination
and Remuneration Committee Meetings were held on
23.04.2015 and 15.07.2015.
Name of Director No. of Meetings Performance incentive to the whole time Directors are
based on the sales achieved and operating profit of the
Held Attended Company on the basis of the criteria decided by the
Shri Govindbhai P. Patel 2 2 Nomination and Remuneration Committee /Board of
Directors/Chairman and Managing Director from time to
Shri Vikram Somany 2 1
time.
Shri Lalit Kumar Bohania 2 -
The Company has entered into contract with the above
Shri Sajan Kumar Pasari 2 - directors. Whole-time Directors’ appointment is for a period
Shri Ashok Chhajed* 2 2 of 3 years. The Whole Time Directors’ may resign from
the service of the Company by giving three months’ notice
* Ceased to be a director w.e.f. 23.04.2016.
in advance. The Company has the right to terminate the
Independent Directors are appointed and their performance is service of Whole Time Director/s except Chairman and
evaluated based on the criteria such as knowledge, Managing Director at any time by giving three months’
qualifications, experience, expertise in any area, integrity, level notice in writing or salary in lieu thereof.
of independence from the Board and the Company, number of
The Whole-time Directors are also entitled to the benefits
meetings attended, familiarization programs attended, time
as per the Rules of the Company, which the other
devoted etc. Executive Directors are appointed on the basis
employees / executives of the Company are entitled to.
of requirement of the Company, qualifications & experience,
association with the Company, loyalty etc. Executive Directors Presently, there is no operational Employees Stock Option
are preferably promoted from within the Company based on Scheme in the Company. ESOS does not form a part of
above criteria. contract with the Directors of the Company.
The committee recommends appointment of directors to the The Whole Time Directors are not entitled to the sitting
board. fees for attending the Board Meetings.

5) Corporate Social Responsibility Committee (ii) Non-Executive Directors

The Corporate Social Responsibility Committee, consists of 4 The Company has passed the resolution at the Annual
(Four) directors namely, Shri Vikram Somany – Chairman, General Meeting held on 12.09.2012 for the payment of
Shri Ashok Chhajed (Independent), Shri Atul Sanghvi and Smt. commission not exceeding 1% p.a. of the net profit of the
Deepshikha Khaitan. Company. The commission is to be distributed among the
The Committee formulate and recommend to the Board, a directors not in whole time employment of the Company in
Corporate Social Responsibility Policy and monitor and review such manner, as the Board of directors may determine
the same and determine implementation process / execution from timeto time. The commission will be paid to the Non-
of CSR policy. Executive Directors on approval of accounts by the
members of the Company at ensuing AGM. The details of
Disclosures of contents of Corporate Social Responsibility as commission to be paid and sitting fees paid to them for the
required under the Companies (Corporate Social Responsibility year 2015-16 are as under:
Policy) Rules, 2014 is attached as a separate annexure.

28
 Cera Sanitaryware Limited
Name Sitting Fees Commission and all requests for dematerialization and re-materialization of
(`) (`) shares as on that date were confirmed / rejected into the
NSDL / CDSL system.
Shri Sajan Kumar Pasari 30,000/- 2,00,000/-
During the year, one meeting was held on 23.04.2015.
Dr. K. N. Maiti 20,000/- 2,00,000/-
Shri Narendra N Patel – President and Company Secretary is
Shri Lalit Kumar Bohania 30,000/- 2,00,000/- a compliance officer.
Shri Ashok Chhajed * 20,000/- 2,00,000/-
Shri Govindbhai P. Patel 20,000/- 2,00,000/- 10) General Body Meetings
Smt. Deepshikha Khaitan 30,000/- 2,00,000/- The last three Annual General Meetings were held as under:
TOTAL 1,50,000/- 12,00,000/- Financial Date Time Venue
Year ended
* Ceased to be a director w.e.f. 23.04.2016.
31.03.2015 30.07.2015 11.30 a.m. 9, GIDC Industrial Estate
Dr. K. N. Maiti is also paid consultancy fees of Kadi–382 715,
` 37,55,645/- as ceramic scientist as per the approval of Dist. Mehsana.
Nomination and Remuneration Committee.
31.03.2014 22.08.2014 11.00 a.m. 9, GIDC Industrial Estate
(iii) Shareholding of Non-Executive Directors Kadi–382 715,
Name No. of % of total Dist. Mehsana.
Shares held shareholding 31.03.2013 11.07.2013 11.30 a.m. 9, GIDC Industrial Estate
Kadi–382 715,
Shri Sajan Kumar Pasari 2,45,140 1.88
Dist. Mehsana.
Dr. K. N. Maiti Nil Nil
During last three Annual General Meetings, following special
Shri Lalit Kumar Bohania Nil Nil resolutions were passed:
Shri Ashok Chhajed * 600 0.00 i) Appointment of Shri Atul Sanghvi as Executive director.
(Annual General Meeting dated 22.08.2014)
Shri Govindbhai P. Patel Nil Nil
ii) Appointment of Shri Vikram Somany as Chairman and
Smt. Deepshikha Khaitan 39,116 0.30
Managing Director. (Annual General Meeting dated
* Ceased to be a director w.e.f. 23.04.2016. 22.08.2014)
iii) Appointment of Shri M.K. Bhandari as Director - Technical.
8) Share Transfer Committee (Annual General Meeting dated 11.07.2013)
In accordance with the SEBI (Listing Obligations and Disclosure iv) Retaining the services of Dr. K. N. Maiti a professional
Requirements) Regulations, 2015, the Board had delegated Director and ceramic scientist as a Consultant. (Annual
the powers of share transfers to the Share Transfer General Meeting dated 11.07.2013)
Committee. In order to expedite the process of share transfers
/ transmissions / splits / consolidation, the Committee meets at Special Resolution u/s 180(1)(a) of the Companies Act, 2013
least once in 10 days. was passed on 22.08.2014 by voting through Postal Ballot.
Voting details was as under:
The Share transfer committee, consists of three directors
namely Shri Atul Sanghvi–Chairman, Shri Govindbhai P. Patel No. of % of
and Dr. K. N. Maiti. Votes Total Votes
Share Transfer Agent No. of Votes in favour of the Resolution 7814211 99.99
The Company has appointed MCS Share Transfer Agent No. of Votes against the resolution 618 0.01
Limited, a SEBI registered ShareTransfer Agent as Registrar Shri Umesh Parikh, partner of Parikh Dave and Associates,
and Share Transfer Agent. practicing Company Secretaries conducted the Postal Ballot
9) Stakeholders Relationship Committee exercise. No special resolution is proposed to be conducted
through Postal Ballot as on date.
The Stakeholders Relationship Committee, consists of three
directors namely Shri Govindbhai P. Patel – Chairman, Shri
Atul Sanghvi and Dr. K. N. Maiti. 11) Means of Communication

All investor complaints,which can not be settled at the level of 1. Quarterly results are published in leading daily newspapers
Company Secretary and Compliance Officer, are forwarded viz. Financial Express / The Economic Times / Times of
to the Stakeholders Relationship Committee for final settlement. India and a local language newspaper viz. The Economic
Times/ JaiHind/ Divya Bhaskar / Financial Express. The
During the year 2015-16, the Company had received 18
annual results (Annual Reports) are circulated to all the
complaints from the Shareholders.
members of the Company either electronically or in physical
All the complaints received from the Shareholders were form.
resolved. There is no complaint pending as of 31.03.2016,
which is not attended / replied by the Company. 2. Management Discussion & Analysis forms part of this
Annual Report, which is also being posted to all the
The Company confirms that there were no share transfers members of the Company.
lying pending as on date which were received upto 31.03.2016
29
Annual Report 2015-2016
3. The official news releases, if any, are given directly to the 6. Share price at BSE and NSE
press and simultaneously to the Stock Exchanges. Month BSE NSE
High Low High Low
4. The Company sends its financial results, Shareholding
(`) (`) (`) (`)
pattern and other information to BSE Limited and National
Stock exchange of India Limited. They upload this April 2015 2,952.05 1,929.50 2,960.90 1,940.00
information on their websites i.e. http://www.bseindia.com May 2015 2,355.40 2,036.30 2,359.00 2,032.80
and http://www.nseindia.com. The said information is also June 2015 2,398.40 1,931.35 2,398.70 1,927.00
available on the company’s website www.cera-india.com. July 2015 2,205.00 1,711.00 2,211.00 1,705.00
August 2015 2,103.15 1,828.70 2,125.00 1,825.00
5. Occasionally presentations are made to the institutional
investors and/or analysts. Information which is published September 2015 2,051.30 1,829.15 2,075.00 1,824.00
is only provided to them and only general outlook or future October 2015 2,298.10 1,854.25 2,300.00 1,850.85
plans are shared with them. Such presentations or November 2015 1,999.00 1,808.00 2,000.00 1,800.00
communications are posted on the website of the company December 2015 2,049.05 1,840.00 2,049.00 1,830.10
www.cera-india.com. January 2016 2,025.00 1,703.10 2,025.00 1,710.20
February 2016 1,800.50 1,475.00 1,818.65 1,509.95
12) General Shareholders' Information March 2016 1,890.00 1,720.00 1,909.95 1,696.00
1. Annual General Meeting :
Date and Time : 29th July, 2016 @ 11.30 a.m.
Venue : 9, GIDC Industrial Estate, Performance of CERA Share Price with BSE SENSEX
Kadi – 382 715, Dist. Mehsana.
3,000 35,000
2. Financial Calendar 2016-17 (tentative) : 2,400 32,000

Share Price (`)

BSE SENSEX
Annual General Meeting By 3rd / 4th week of 1,800 29,000
September, 2017 1,200 26,000
Results for quarter ending By 15th day of 600 23,000
June 30, 2016 August, 2016 0 20,000
September 30, 2016 November, 2016
Apr,15

May,15

Jun,15

Jul,15

Aug,15

Sep,15

Oct,15

Nov,15

Dec,15

Jan,16

Feb,16

Mar,16
December 31, 2016 February, 2017
March 31, 2017 (Audited) By 29th May, 2017 Months
3. Book Closure date 16th July, 2016 to 22nd July, BSE Share Price (`) BSE SENSEX

2016. (both days inclusive)

4. Dividend Payment
Dividend for the year ended 31.03.2016 will be paid to the Performance of CERA Share Price with NSE NIFTY
members whose names will appear in the register of 3,000 10,500
members of the Company, on 22.07.2016 after giving 2,400 9,500
Share Price (`)

effect to all valid transfer of shares in physical form lodged

NSE NIFTY
1,800 8,500
with the Company on or before 15.07.2016 at the end of
1,200 7,500
business hours, and in respect of shares held in De-mat
form, the members whose names appear on the 600 6,500

statement of beneficial ownership furnished by NSDL and 0 5,500

Apr,15

May,15

Jun,15

Jul,15

Aug,15

Sep,15

Oct,15

Nov,15

Dec,15

Jan,16

Feb,16

CDSL at the end of business hours on 15.07.2016. Mar,16

Dividend will be paid within 30 days from the date of Months

approval by the members at the Annual General Meeting NSE Share Price (`) NSE NIFTY
either by posting of dividend warrants or by direct credit
in to the members’ bank accounts through ECS/ NECS/
NACH.
7. Registrar and Share Transfer Agent

5. Listing on Stock Exchanges Entire Share Trans fer and dematerializ ation /
The Company’s shares are listed at BSE Limited, Floor rematerialization job is assigned to R & T Agent, MCS
25, P J Towers, Dalal Street, Mumbai - 400 001 and Share Transfer Agent Limited, a SEBI registered Share
National Stock Exchange of India Limited, Exchange Plaza, Transfer Agent. Request for Share trans fer,
Bandra Kurla Complex, Bandra (East), Mumbai – 400 dematerialization and rematerialization should be sent
051. The Company has paid listing fees for the year 2015- directly to MCS Share Transfer Agent Limited, 201, Shatdal
16 and 2016-17 to the Stock Exchanges. Complex, 2nd Floor, Opp. Bata Show Room, Ashram Road,
BSE Limited Ahmedabad–380 009. Shareholders have option to open
Scrip Code : 532443 Scrip ID : CERASAN their accounts with either NSDL or CDSL as the Company
National Stock Exchange of India Limited has entered into agreements with both of these
Trading Symbol : CERA. depositories.

30
 Cera Sanitaryware Limited
8. Share Transfer System 13. There are no outstanding global depository receipts or
American depository receipts or warrants or convertible
The share transfer/s is normally effected within a period instruments in the Company.
of 10-13 days from the date of receipt, provided the
documents being complete in all respects. The Company 14. Plant Locations
has formed Share Transfer Committee of directors, which The Company’s plants are located at the following places:
meets at least once in 10 days for effecting transfer of
shares and other related matters. 1. Sanitaryware and Faucetware Plants :
9, GIDC Industrial Estate, Kadi – 382 715,
9. Distribution of Shareholding as on 31.03.2016 Dist. Mehsana, Gujarat.

Shares No. of Total No. 2. Wind Farms :

Shareholders of Shares 1. Village Patelka & Lamba, Taluka Kalyanpur,
1 – 500 14,903 11,87,274 District Jamnagar, Gujarat.
501 – 1000 279 2,02,263 2. Village & Taluka Kalyanpur, District Jamnagar,
1001 – 2000 124 1,83,653 Gujarat.
2001 – 3000 42 1,06,032 3. Village Kadoli, Taluka Abdasa, District Kutch,
3001 – 4000 17 62,670 Gujarat.
4001 – 5000 12 52,807 4. Village-Jivapar (Anandpar), Taluka-Chotila,
5001 – 10,000 23 1,60,635 Dist-Surendranagar, Gujarat.
10,001 – 50,000 19 5,48,129 5. Village-Mota Gunda, Taluka-Bhanwad,
50,001 – 1,00,000 9 6,18,867 Dist-Devbhumi Dwarka, Gujarat.
1,00,001 And above 19 98,83,544 6. Village-Navagam, Taluka-Bhanwad,
Total 15,447 1,30,05,874 Dist-Devbhumi Dwarka, Gujarat.

15. Address for Correspondence

10. Pattern of Shareholding as on 31.03.2016 The Company’s Registered Office is situated at 9, GIDC
Industrial Estate, Kadi-382715, District Mehsana, Gujarat.
Sr. Category No. of Shares (%)
Shareholders’ correspondence should be addressed
No.
either to the Registered Office of the Company as stated
1. NRIs 50,114 0.39 above or Ahmedabad Office at “Madhusudan House”,
2. FIIs 18,01,461 13.85 Opp. Navrangpura Telephone Exchange, Ahmedabad -
380006 or to the Registrar and Share Transfer Agent,
3. Financial Institutions/Banks 2,45,095 1.88 MCS Share Transfer Agent Limited, 201, Shatdal
4. Mutual Funds 6,04,105 4.64 Complex, 2nd Floor, Opp. Bata Show Room, Ashram
Road, Ahmedabad–380009.
5. Foreign Body Corporate 3,51,000 2.70
6. Promoters 71,20,639 54.75 13) Other Disclosures
7. Bodies Corporate 2,66,261 2.05 1. There were no transactions of material nature with the
8. Indian Public 25,67,199 19.74 directors or the management or their subsidiaries or
relatives etc. during the year, which could have potential
Total 1,30,05,874 100.00
conflict with the interests of the Company at large.
11. Dematerialisation of Shares as on 31.03.2016 2. There were no instances of non-compliance, penalty or
strictures imposed on the Company by Stock Exchanges,
As on 31.03.2016, 96.71% of the Company’s total shares SEBI or other statutory authority of any matter related to
representing 1,25,78,465 Shares were held in the capital market, during the last three years.
dematerialized form and the balance 3.29% representing
4,27,409 shares were in paper form. 3. Vigil Mechanism (Whistle Blower Policy):

The Company has implemented a Vigil Mechanism

The ISIN Number in NSDL and CDSL is “INE739E01017”.
(whistle Blower policy) and is posted on the Company’s
website i.e.www.cera-india.com and no person is denied
12. Secretarial Audit for reconciliation of Capital access to the Audit Committee.

Pursuant to SEBI (Listing Obligations and Disclosure 4. The Company has partly adopted non-mandatory
Requirements) Regulations, 2015, a practicing Company requirements. The Company has Chairman and Managing
Secretary carried out the Secretarial Audit for all the Director. The Company is having unmodified audit opinion.
quarters of Financial Year 2015-16. The Audit Reports The Internal Auditor may report directly to the audit
confirms that there is no discrepancy in the issued, listed committee.
and admitted capital of the Company.
5. The Company has no material subsidiary.

31
Annual Report 2015-2016
6. Related Party Transactions 9. The company has issued reminders to the Shareholders
for the shares issued in physical form in past, which
All transactions entered into with Related parties as remained unclaimed. The details of the same were as
defined under the Companies Act, 2013 and SEBI (Listing under:
Obligations and Disclosure Requirements) Regulations,
2015 during the financial year were in the ordinary course Number of Number of
of business and on an arm’s length basis and approved share equity
by the Audit Committee and the Board of Directors. There holders shares
were no materially significant transactions with related Aggregate number of 398 65,280
parties during the financial year which were in the conflict shareholders and shares
of interest of the Company. outstanding as on April 1,
2015.
The Board has approved a policy for related party
transactions which has been uploaded on the website of Number of shareholders who 18 3,110
the Company i.e. www.cera-india.com. approached the Company for
shares during the year.
7. Commodity Risk or Foreign Exchange Risk Number of shareholders to 18 3,110
whom shares were issued
The Company is not dealing in any activity which may
during the year.
have commodity price risk or Foreign Exchange risk or
undertaken hedging activities. Aggregate number of 380 62,170
shareholders and shares
8. CEO and CFO certification outstanding as on March 31,
2016.
As per Regulation 17(8) and Part – B of Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements) The voting rights on unclaimed shares will remain frozen
Regulations, 2015, a certificate from CEO and CFO has till the rightful owner claims such shares.
been obtained.

32
 Cera Sanitaryware Limited
AUDITOR'S COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The Members of Cera Sanitaryware Limited

We have examined the compliance of conditions of Corporate Governance by Cera Sanitaryware Limited, for the financial year ended on 31st
March 2016, as stipulated in Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing
Agreement of the said Company with Stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an
audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied
with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.

For and on Behalf of

H. V. Vasa & Co.
Chartered Accountants
Firm Reg. No. 131054W

Tushar H. Vasa
Proprietor
Date : 3rd May, 2016 Membership No. 16831

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

WITH THE COMPANY'S CODE OF CONDUCT

This is to certify that the Company has laid down Code of Conduct for Board Members and Senior Management of the Company.

Further certified that the Members of the Board of Directors and Senior Management personnel have affirmed having complied with the Code
applicable to them during the year ended 31st March, 2016.

For Cera Sanitaryware Limited

S. C. Kothari
Date : 3rd May, 2016 Chief Executive Officer

33
Annual Report 2015-2016
Form No. MR-3 (c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
SECRETARIAL AUDIT REPORT 2009 -Not applicable as the Company has not issued
any shares during the year under review;
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016
(d) The Securities and Exchange Board of India (Share
[Pursuant to section 204(1) of the Companies Act, 2013 and
Based Employees Benefits), Regulations ,2014 -Not
Rule 9 of the Companies (Appointment and Remuneration
Applicable as the Company has not issued any Shares
Personnel) Rules, 2014]
/ options to the Directors /Employees under the said
To, Regulations during the year under review;
The Members,
(e) The Securities and Exchange Board of India(Issue and
Cera Sanitaryware Limited
Listing of Debt Securities) Regulations,2008 -Not
CIN:L26910GJ1998PLC034400
Applicable as the Company has not issued any debt
9,GIDC Industrial Estate,
securities during the year under review;
Kadi, Mehsana– 382715
(f) The Sec urities and Exchange Board of India
We have conducted the secretarial audit of the compliance of
(Registrars to an Issue and Share Transfer Agents)
applicable statutory provisions and the adherence to good corporate
Regulations, 1993 regarding the Companies Act and
practices byCERA SANITARYWARE LIMITED(hereinafter called
dealing with client;
the company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate (g) The Securities and Exchange Board of India (Delisting
conducts/statutory compliances and expressing our opinion of Equity Shares) Regulations, 2009 -Not Applicable
thereon. as the Company has not delisted its Equity Shares
from any Stock Exchanges during the year under
Based on our verification of the Company’s books, papers, minute
review;
books, forms and returns filed and other records maintained by the
company and also the information provided by the Company, its (h) The Securities and Exchange Board of India (Buy Back
officers, agents and authorized representatives during the conduct of Securities)Regulations, 2008 -Not Applicable as the
of secretarial audit;we hereby report that in our opinion, the company Company has not bought – back any of its securities
has, during the audit period covering the financial year ended on during the year under review;
March 31, 2016 generally complied with the statutory provisions
listed hereunder and also that the Company has proper Board- (i) The Securities and Exchange Board of India (Listing
processes and compliance mechanism in place to the extent, in Obligations and Disclosure Requirements) Regulations,
the manner and subject to the reporting made hereinafter: 2015. (Effective from December 1, 2015).

We have examined the books, papers, minute books, forms and We have also examined compliance with the applicable
returns filed and other records maintained by the Company for the Standards / Clauses / Regulations of the following:
financial year ended on March 31, 2016 according to the provisions
of: (i) Secretarial Standards with respect to the Meetings of
the Board of Directors and Committee Meetings of the
1) The Companies Act, 2013 (the Act) and the Rules made Board (SS-1) and General Meetings (SS-2) issued by
thereunder; The Institute of Company Secretaries of India.
(Effective from July 1, 2015.)
2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the Rules made thereunder; (ii) The Listing Agreements and Uniform Listing Agreement
entered into by the Company with National Stock
3) The Depositories Act, 1996 and the Regulations and Bye- Exchange of India Limited and BSE Limited.
laws framed thereunder;
During the period under review, the Company has complied with all
4) Foreign Exchange Management Act, 1999 and the Rules material aspects of the applicable provisions of the Act, Rules,
and Regulations made thereunder to the extent of Foreign Regulations, Guidelines, Standards, etc. as mentioned above.
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings; We further report that :

5) The following Regulations and Guidelines prescribed under During the audit period under review there were no specific laws
the Securities and Exchange Board of India Act, 1992 (‘SEBI which were exclusively applicable to the Company / Industry.
Act’): However having regard to the Compliance system prevailing in the
Company and on examination of relevant documents and records
(a) The Securities and Exchange Board of India on test - check basis, the Company has complied with the material
(Substantial Acquisition of Shares and Takeovers) aspects of the following significant laws applicable to the Company
Regulations, 2011; being engaged in the manufacturing activities:
(b) The Securities and Exchange Board of India 1. Factories Act,1948;
(Prohibition of Insider Trading) Regulations, 1992 and
The Securities and Exchange Board of India 2. Acts prescribed under prevention and control of pollution;
(Prohibition of Insider Trading) Regulations, 2015
(made effective from May 15, 2015); 3. Acts prescribed under Environmental protection.

34
 Cera Sanitaryware Limited
We further report that: We further report that:

The Board of Directors of the Company is duly constituted with The Compliance by the Company of the applicable financial laws
proper balance of Executive Directors, Non-Executive Directors like Direct and Indirect Tax laws, has not been reviewed in this
and Independent Directors. There were no changes which took Audit since the same have been subject to the review by the
place in the composition of the Board during the year under review. Statutory Auditor(s) and other designated professionals.

Adequate notice is given to all directors to schedule the Board We further report that:
Meetings,agenda and detailed notes on agenda were sent at least
seven days in advance and a system exists for seeking and During the Audit period under review, the event / action having
obtaining further information and clarifications on the agenda items major bearing on the Company’s affairs in pursuance of the above
before the meeting and for meaningful participation at the meeting. referred laws, rules, regulations, guidelines, standards, etc is as
mentioned below:
Decisions at the meetings of Board of Directors/ Committees of the
Company were carried unanimously. We were informed that there - The Company has entered into Memorandum of
were no dissenting views of the members’ on any of the matters Understanding (MOU) with M/s. Anjani Tiles Limited and has
during the year that were required to be captured and recorded as subscribed 51,00,000 Equity Shares of 10/- each for cash at
part of the minutes. par of the said Company (being of 51% of paid up Equity share
capital).
We further report that:

Based on the review of compliance mechanism established by the

Company, the information provided by the Company, its officers For Umesh Parikh & Associates
and authorized representatives during the conduct of the audit and Company Secretaries
compliance certificate(s) placed before the Board Meeting, there
Umesh Parikh
are adequate systems and processes in the Company
Proprietor
commensurate with the size and operations of the Company to
Place : Ahmedabad FCS No. 4152
monitor and ensure compliance with applicable general laws, rules,
Date : April 23, 2016 C P No.: 2413
regulations and guidelines such as Labour Laws, The Trade Marks
Act, 1999, The Indian Copyright Act, 1957, The Patents Act, 1970.
Note: This report is to be read with our letter of even date which is
annexed as Annexure – A and forms an integral part of this report.

ANNEXURE - A

To, 4. Wherever required, we have obtained the Management

The Members, representation about the Compliance of laws, rules and
CERA SANITARYWARE LIMITED regulations and happening of events etc.
CIN:L26910GJ1998PLC034400
5. The Compliance of the provisions of Corporate and other
Our report of even date is to be read along with this letter. applicable laws, rules, regulations, standards is the
responsibility of the management. Our examination was limited
1. Maintenance of Secretarial record is the responsibility of the to the verification of procedure on test basis.
management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit. 6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or
2. We have followed the audit practices and process as were effectiveness with which the management has conducted the
appropriate to obtain reasonable assurance about the affairs of the Company.
correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct
facts are reflected in Secretarial records. We believe that the For Umesh Parikh & Associates
process and practices followed by us provide a reasonable Company Secretaries
basis for our opinion.
Umesh Parikh
3. We have not verified the correctness and appropriateness of Proprietor
financial records and Books of Accounts of the Company. Place : Ahmedabad FCS No. 4152
Date : April 23, 2016 C P No.: 2413

35
Annual Report 2015-2016
I ndependent Auditors' Report
To,
The Members of Cera Sanitaryware Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of CERA SANITARYWARE LIMITED (“the Company”), which
comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended,
and a summary of the significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on these financial statements based on our audit.
4. We have taken into account the provisions of the Act and the rules made there under including the accounting standards and matters
which are required to be included in the Audit Report.
5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to
the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the
financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial
statements.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash
flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-
section (11) of section 143 of the Companies Act, 2015, we give in the Annexure - A, a statement on the matters specified in paragraph
3 and 4 of the Order, to the extent applicable.
10. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with
the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2)
of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in “Annexure B”; and

36
 Cera Sanitaryware Limited
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements –
Refer Note 36.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable
losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
the Company.

For, H. V. Vasa & Co.

Chartered Accountants
Firm Reg. No. 131054W
Tushar H. Vasa
(Proprietor)
Date : 3rd May, 2016 Membership No. 16831

Annexure – A to Independent Auditors’ Report

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of CERA SANITARYWARE LIMITED on the
standalone financial statements as of and for the year ended 31st March, 2016.
1. In respect of its fixed assets :
(a) The company has maintained proper records, showing full particulars including quantitative details and situation of its fixed assets.
(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals in a phased periodical
manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material
discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.
(c) The title deeds of immovable properties are held in the name of the company.
2. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year. As per the
explanations given to us, there was no material discrepancies noticed on physical verification of inventories as compared to book
records.
3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has
not granted any loan, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register
maintained under Section 189 of the Companies Act, 2013.
4. According to the information and explanations given to us, the company has complied with the provisions of Section 185 and 186,
wherever applicable, in respect of loans, investments, guarantees and securities given by the Company.
5. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the
Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules
framed there under, where applicable.
6. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for
the maintenance of cost records under section 148 of the Companies Act, related to the maintenance of manufacture of certain products,
and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.
7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees’ State Insurance,
Income-tax, Sales-tax, Service Tax, duty of Customs, duty of Excise, value added tax, cess and other statutory dues have been
generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st of March, 2016 for a period of more than
six months from the date they became payable.
(b) According to the information and explanations given to us, following disputed statutory dues have not been deposited on account of
disputed matters pending before appropriate authorities are as under :
Sr. Name of Statute Nature of Dues Amount ` Period to which the Forum where dispute is Pending
No. (Lacs) amount relates (F.Y)
1 Income-tax Act, 1961 Income-tax 4.43 2004-05 Hon’ble Gujarat High Court
2 Income-tax Act, 1961 Income-tax 81.20 2012-13 Commissioner of Income-tax (Appeals)
8. The company has not defaulted in repayment of loans or borrowing to a financial institution, bank, or government as at the balance sheet
date. The Company has not issued any debentures.
9. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans.
Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances
of material fraud by the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any
such case by the Management.

37
Annual Report 2015-2016
11. According to the information and explanations given to us, the managerial remuneration has been paid or provided in accordance with the
requisite approval mandated by the provisions of section 197 read with schedule V to the Companies Act 2013.
12. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of clause 3 (xii) of the Order are
not applicable to the Company.
13. According to the information and explanations given to us and based on our examination of the records of the Company, the Company
has entered into transactions with related parties in compliance with the provisions of Section 177 and 188 of the Act. The details of such
related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party
Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company
has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company
has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause 3(xv) of the Order
is not applicable to the Company.
16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions
of Clause 3(xvi) of the Order are not applicable to the Company.

For, H. V. Vasa & Co.

Chartered Accountants
Firm Reg. No. 131054W
Tushar H. Vasa
(Proprietor)
Date : 3rd May, 2016 Membership No. 16831

Annexure – B to Independent Auditors’ Report

Referred to in paragraph 10(f) of the Independent Auditors’ Report of even date to the members of CERA SANITARYWARE LIMITED on the
standalone financial statements for the year ended 31st March, 2016.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
1. We have audited the internal financial controls over financial reporting of Cera Sanitaryware Limited (“the Company”) as of March 31,
2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the
“Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors Responsibility
3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We
conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to and
audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
4. Our audit involves performing procedures to obtain evidence about the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedure selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable details, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being

38
 Cera Sanitaryware Limited
made only in accordance with authorities of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such
internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control stated in
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India.

For, H. V. Vasa & Co.

Chartered Accountants
Firm Reg. No. 131054W
Tushar H. Vasa
(Proprietor)
Date : 3rd May, 2016 Membership No. 16831

39
Annual Report 2015-2016
B alance Sheet as at 31st March, 2016
Particulars Note As at As at
No. 31st March, 2016 31st March, 2015
` `
I EQUITY AND LIABILITIES
1. Shareholders’ Funds
(a) Share Capital 1 65,029,370 65,029,370
(b) Reserves and Surplus 2 4,145,160,194 3,452,038,609
4,210,189,564 3,517,067,979
2. Non - current Liabilities
(a) Long-term Borrowings 3 53,353,535 142,383,839
(b) Deferred Tax Liabilities (Net) 4 343,928,721 278,240,902
(c) Other Long-term Liabilities 5 98,349,086 92,694,196
(d) Long-term Provisions 6 402,068,196 255,890,794
897,699,538 769,209,731
3. Current Liabilities
(a) Short-term Borrowings 7 208,458,483 450,202,167
(b) Trade Payables 8
(i) Micro, Small & Medium Enterprises (Refer Note no. 43) 45,001,147 136,478,512
(ii) Others 528,569,182 350,072,685
(c) Other Current Liabilities 9 1,288,681,509 998,733,417
(d) Short-term Provisions 10 286,914,578 220,606,370
2,357,624,899 2,156,093,151
Total 7,465,514,001 6,442,370,861
II ASSETS
1. Non-current Assets
(a) Fixed Assets
(i) Tangible Assets 11 2,253,425,683 2,141,769,154
(ii) Intangible Assets 11 4,518,731 5,025,820
(iii) Capital Work-in-progress 11 42,405,556 76,553,678
(iv) Intangible Assets under development 11 - -
(b) Non-current Investments 12 196,413,000 13,000
(c) Long-term Loans and Advances 13 367,798,075 320,165,454
2,864,561,045 2,543,527,106
2. Current Assets
(a) Current Investments 14 474,715,588 477,564,791
(b) Inventories 15 1,321,823,412 1,258,913,938
(c) Trade Receivables 16 1,884,291,890 1,612,230,084
(d) Cash and Cash equivalents 17 593,917,379 295,291,187
(e) Short-term Loans and Advances 18 310,313,678 252,189,239
(f) Other Current Assets 19 15,891,009 2,654,516
4,600,952,956 3,898,843,755
Total 7,465,514,001 6,442,370,861
Significant Accounting Policies
Notes to Accounts on Financial Statements 29 to 44

As per our report of even date attached

For and on behalf of
H. V. Vasa & Co.
Rajesh B. Shah Vikram Somany Chairman and Managing Director
Chartered Accountants CFO & COO (Fin. & Comm.)
Deepshikha Khaitan Director
Tushar H. Vasa
Narendra N. Patel Sajan Kumar Pasari Director
Membership No. 16831
President & Company Secretary
Lalit Kumar Bohania Director
Place : Kolkata
Date : 3rd May, 2016 Atul Sanghvi Executive Director
40
 Cera Sanitaryware Limited
S tatement of Profit and Loss for the year ended 31st March, 2016
Particulars Note 2015-16 2014-15
No. ` `
I Revenue from Sale of Goods 20 9,770,727,193 8,579,948,789

Less : Excise duty 433,857,494 363,271,729

Net Sales 9,336,869,699 8,216,677,060

II Other Income 21 99,706,515 65,870,696

III Total Revenue (I + II) 9,436,576,214 8,282,547,756

IV Expenses :
Cost of Materials Consumed 22 762,059,096 708,707,393
Purchases 23 3,712,401,265 3,321,574,229
Changes in Inventories of Finished Goods, 24 (67,072,962) (187,425,384)
Stock-in-process and Stock-in-Trade
Employee Benefits Expenses 25 1,110,125,722 917,364,938
Finance Costs 26 54,622,852 77,288,429
Depreciation and Amortization Expenses 163,197,795 154,609,048

Other Expenses 27 2,406,600,551 2,281,166,842

Total Expenses 8,141,934,319 7,273,285,495

V Profit before tax (III-IV) 1,294,641,895 1,009,262,261

VI Tax expense:
(1) Current tax (including for earlier years) 394,312,181 252,525,000
(2) Deferred tax 65,687,819 80,092,171
460,000,000 332,617,171

VII Profit for the period (V - VI) 834,641,895 676,645,090

VIII Earnings per equity share of face value of ` 5/- each

Basic & Diluted 28 64.17 53.36

Significant Accounting Policies

Notes to Accounts on Financial Statements 29 to 44

As per our report of even date attached

For and on behalf of
H. V. Vasa & Co.
Vikram Somany Chairman and Managing Director
Rajesh B. Shah
Chartered Accountants CFO & COO (Fin. & Comm.) Deepshikha Khaitan Director
Tushar H. Vasa
Sajan Kumar Pasari Director
Membership No. 16831 Narendra N. Patel
President & Company Secretary Lalit Kumar Bohania Director
Place : Kolkata
Date : 3rd May, 2016 Atul Sanghvi Executive Director
41
Annual Report 2015-2016
C ash Flow Statement for the year ended 31st March, 2016
Particulars Year ended March 31, 2016 Year ended March 31, 2015
` ` ` `
A. Cash flow from operating activities
Net Profit before tax 1,294,641,895 1,009,262,261
Adjusted for
Depreciation 163,197,795 154,609,048
Foreign Exchange (loss) / gain (782,704) 1,974,587
Provision for diminution in value of Investments 317,290 12,921
Interest Charged 51,310,842 75,797,172
Interest received (30,690,288) (13,816,145)
Dividend received (10,100,277) (1,449,191)
Foreign Exchange Variation (Income) / Loss 782,704 (1,974,587)
Profit on Sale of Investments (14,234,518) (64,427)
Amortisation of Lease hold Land 59,870 59,870
(Profit) / Loss on Sale of Fixed Assets (Net) 977,739 11,520,853
160,838,453 226,670,101
Operating profit before working capital changes 1,455,480,348 1,235,932,362
Adjustment for changes in working capital
Inventories (62,909,474) (213,152,992)
Trade and other Receivable (272,061,806) (546,008,808)
Short-term loans and advances (58,124,439) (117,588,033)
Other Current Assets (13,236,493) 2,332,232
Long-term loans and advances 3,891,787 (12,990,846)
Trade Payable 87,019,132 109,670,975
Short Term Provision 22,622,634 21,461,695
Other Current Liabilities 289,948,092 207,888,668
Other Long Term Liabilities 5,654,890 13,585,854
2,804,323 (534,801,255)
Cash generated from operations 1,458,284,671 701,131,107
Direct taxes paid (299,659,187) (295,527,344)
Net cash from operating activities: Total (A) 1,158,625,484 405,603,763
B. Cash flow from investing activities
Purchase of fixed assets (255,218,854) (853,255,020)
Proceeds from sale of fixed assets 13,982,132 21,482,420
Purchase of Non Current Investments (196,400,000) -
Purchase of Current Investments (320,624,099) (407,575,012)
Sale of Current Investments 337,390,530 51,364,697
Interest received 30,690,288 13,816,145
Dividend received 10,100,277 1,449,191
Net cash used in investing activities: Total (B) (380,079,726) (1,172,717,579)
C. Cash flow from financing activities
Proceeds from issue of share capital - 706,036,500
Right issue expenses - -
Proceeds from borrowings/Repayment of Loan (330,773,988) 199,089,569
Dividend paid (81,286,713) (63,274,370)
Tax on distributed profit (16,548,023) (10,753,480)
Interest paid (51,310,842) (75,797,172)
Net cash used in financing activities: Total (C) (479,919,566) 755,301,047

Net changes in cash & cash equivalents (A+B+C) 298,626,192 (11,812,769)

Cash & cash equivalent-Opening Balance 295,291,187 307,103,956
Cash & cash equivalent-Closing Balance 593,917,379 295,291,187
As per our report of even date attached
For and on behalf of
H. V. Vasa & Co.
Rajesh B. Shah Vikram Somany Chairman and Managing Director
Chartered Accountants CFO & COO (Fin. & Comm.)
Deepshikha Khaitan Director
Tushar H. Vasa
Narendra N. Patel Sajan Kumar Pasari Director
Membership No. 16831
President & Company Secretary
Lalit Kumar Bohania Director
Place : Kolkata
Date : 3rd May, 2016 Atul Sanghvi Executive Director
42
 Cera Sanitaryware Limited
N otes forming part of the Financial Statements as at 31st March, 2016
As at As at
31st March, 2016 31st March, 2015
` `
1. Share Capital
A Authorised, Issued, Subscribed & Paid up Share Capital
Authorised
2,00,00,000 (2,00,00,000) Equity Shares of ` 5/- each 100,000,000 100,000,000
Total 100,000,000 100,000,000

Issued, Subscribed & Paid Up

1,30,05,874 (1,30,05,874) Equity Shares of ` 5/- each fully paid up 65,029,370 65,029,370
Total 65,029,370 65,029,370

Terms / rights attached to Equity Shares :

The Company has only one class of Equity Shares having a par value of ` 5/-
per share. Each holder of Equity Shares is entitled to one vote per share
and each equity share carries an equal right to dividend.

B Issue of Bonus Shares As at As at

31st March, 2016 31st March, 2015
No. of Shares No. of Shares

Equity Shares allotted as fully paid by way of Bonus Shares 6,327,437 6,327,437
During the year ended March 31, 2011 Company had issued 63,27,437
equity shares of ` 5/- each by way of fully paid up bonus shares by
capitalisation of Securities Premium.

C Reconciliation of the number of Equity Shares outstanding is set out below :

As at As at
31st March, 2016 31st March, 2015
Particulars No. of Shares No. of Shares
Shares at the beginning of the year 13,005,874 12,654,874
Add : Issued during the year - 351,000
Shares outstanding at the end of the year 13,005,874 13,005,874

D Details of shareholders holding more than 5% of the aggregate shares :

As at 31st March, 2016
Name of Shareholder No. of Shares held % of Holding
Vikram Investment Co. Ltd. 2,900,275 22.30%
(2,900,275) (22.30%)

Shri Vikram Somany 1,045,847 8.04%

(1,041,953) (8.01%)

Smt Smiti Somany 1,542,240 11.86%

(1,542,240) (11.86%)

HSBC Bank (Mauritius) Limited A/c - Jwalamukhi Investment Holdings - -

(821,296) (6.31%)

43
Annual Report 2015-2016
As at As at
31st March, 2016 31st March, 2015
` `
2. Reserves & Surplus
a. Securities Premium Reserve
As per last Balance Sheet 809,593,606 105,312,106
Add : On issue of shares - 704,281,500
Balance at the end of the year 809,593,606 809,593,606
b. General Reserve
As per last Balance Sheet 2,142,445,003 1,771,087,378
Less : Depreciation on assets for period prior to 31.03.2014 - (7,452,729)
Add : Transferred from Profit & Loss Account 393,121,585 378,810,354
Balance at the end of the year 2,535,566,588 2,142,445,003
c. Profit & Loss Account
As per last Balance Sheet 500,000,000 300,000,000
Add : Net Profit for the year 834,641,895 676,645,090
Less : Proposed Dividends ` 9/- per share (` 6.25 per Share) (117,052,866) (81,286,713)
Tax on Dividend (24,467,444) (16,548,023)
Transfer to Reserves (393,121,585) (378,810,354)
Balance at the end of the year 800,000,000 500,000,000
Total 4,145,160,194 3,452,038,609

3. Long Term Borrowings

Secured :
Term Loans from Banks : (Refer Note no-9(a))
(i) From State Bank of India 18,000,000 54,000,000
(Secured by mortgage of Fixed Assets situated at 9,GIDC Industrial
Estate, Residential Colony at Kadi and charge by hypothecation of
movable Assets and Kadoli, Lamba, Patelka and Kalyanpur windmills),
repayable in 20 quarterly installments, from November, 2012 to February,
2018.
(ii) From Kotak Mahindra Bank Ltd. 35,353,535 88,383,839
Secured by mortgage of property at Acropolis Mall at Ahmedabad,
(Repayable in 36 monthly installments, from December, 2014 to
November, 2017).
Total 53,353,535 142,383,839

4. Deferred Tax Liability (Net)

Deferred Tax Liabilities on account of :
Depreciation (including of earlier years) 365,210,931 292,165,911
Deferred Expenses 55,753 136,895
365,266,684 292,302,806
Less : Deferred Tax Assets on account of :
Expenses allowable on payment basis 21,337,963 14,061,904
Total 343,928,721 278,240,902
5. Other Long Term Liabilities
Deposits by Dealers 95,344,144 84,820,621
Other liabilities 3,004,942 7,873,575
Total 98,349,086 92,694,196

6. Long Term Provisions

Provision for Taxation 402,068,196 255,890,794
Total 402,068,196 255,890,794

7. Short Term Borrowings

Secured :
(a) Working Capital Loans from Bank 208,458,483 450,202,167
From State Bank of India (Secured by hypothecation of Current Assets,
Windmills at Kadoli, Lamba, Patelka and Kalyanpur and mortgage of Fixed
Assets situated at 9, GIDC Industrial Estate and Residential Colony at Kadi).
Total 208,458,483 450,202,167

44
 Cera Sanitaryware Limited
As at As at
31st March, 2016 31st March, 2015
` `
8. Trade Payable
Due to Micro, Small & Medium Enterprises (Refer Note no - 43) 45,001,147 136,478,512
Others 528,569,182 350,072,685
Total 573,570,329 486,551,197
9. Other Current Liabilities
(a) Current maturities of long term debts (Refer Note no - 3) 89,030,303 89,030,303
(b) Unclaimed dividends* 5,988,378 4,910,820
(c) Unpaid matured deposits and interest accrued thereon 162,882 351,531
(d ) Other payables** 1,193,499,946 904,440,763
Total 1,288,681,509 998,733,417
* Amount to be transferred to the Investor education and protection fund shall be
determined on respective due dates.
** Includes statutory dues, Advance received from customers, amounts payable to
Employees.
10. Short Term Provisions
(a) Provision for employees’ benefits 145,394,268 122,771,634
(b) Others
- Proposed Dividend 117,052,866 81,286,713
- Tax on Dividend 24,467,444 16,548,023
Total 286,914,578 220,606,370
11. Fixed Assets
Description Gross Block Depreciation / Amortisation Net Block
As at Additions / Deductions / Balance As at Additional For Deductions / Upto As at As at
1st April Adjustments Adjustments as at 31st 1st April Depreciation till the Adjustments 31st March 31 March 31 March
2015 March 2016 2015 31 March 2014
st
year 2016 2016 2015
` ` ` ` ` ` ` ` ` ` `
(i) TANGIBLE ASSETS :
a Owned Assets :
Leasehold Land 1,226,424 - 59,870 1,166,554 - - - - 1,166,554 1,226,424
Freehold Land 49,443,565 - - 49,443,565 - - - - 49,443,565 49,443,565
Buildings 728,444,112 107,436,171 - 835,880,283 206,563,332 - 54,730,983 - 261,294,315 574,585,968 521,880,780
Plant & Machinery 1,911,565,907 130,589,832 54,471,962 1,987,683,777 410,752,223 - 72,741,599 41,318,180 442,175,642 1,545,508,135 1,500,813,684
Furniture & Fixtures 109,649,191 31,796,233 2,075,728 139,369,696 63,513,257 - 23,073,080 1,739,895 84,846,442 54,523,254 46,135,934
Vehicles 52,820,958 16,182,699 6,624,143 62,379,514 30,552,190 - 8,783,003 5,153,886 34,181,307 28,198,207 22,268,768
b LEASED ASSETS :
Vehicles
(Transfer to Vehicles on
Completion of Loan)
Sub - Total ( i ) 2,853,150,157 286,004,935 63,231,703 3,075,923,389 711,381,002 - 159,328,665 48,211,961 822,497,706 2,253,425,683 2,141,769,155
(ii) INTANGIBLE ASSETS :
Computer Software 26,024,809 3,362,041 - 29,386,850 20,998,989 - 3,869,130 - 24,868,119 4,518,731 5,025,820
Sub -Total ( ii ) 26,024,809 3,362,041 - 29,386,850 20,998,989 - 3,869,130 - 24,868,119 4,518,731 5,025,820
Total ( i + ii ) 2,879,174,966 289,366,976 63,231,703 3,105,310,239 732,379,991 - 163,197,795 48,211,961 847,365,825 2,257,944,414 2,146,794,975
(iii) Capital Work -in-
Progress - - - - - - - - - 42,405,556 76,553,678
Previous Year 2,116,821,554 828,728,610 66,375,198 2,879,174,966 599,792,694 11,290,305 154,609,048 33,312,056 732,379,991 2,146,794,975 1,517,028,860
As at As at
31st March, 2016 31st March, 2015
` `
12. Non Current Investments (Unquoted - At Cost)
Trade Investment (Long Term) :
(a) Investment in subsidiary
Equity Shares :
51,00,000 (Nil) equity shares of ` 10/- each fully paid of Anjani Tiles Limited 51,000,000 -
1% Cumulative Redeemable Preference Shares :
1,45,40,000 (Nil) Preference shares of ` 10/- each fully paid of Anjani Tiles Limited 145,400,000 -
Sub-Total 196,400,000 -
(b) Other Non Current Investment
Government securities (Deposited with Government Departments)
National Savings Certificates 13,000 13,000
Sub-Total 13,000 13,000
Total 196,413,000 13,000
45
Annual Report 2015-2016
As at As at
31st March, 2016 31st March, 2015
` `

13. Long Term Loans and Advances

a. Capital Advances - Unsecured-considered good 74,630,688 80,363,530
b. Security Deposits - Unsecured-considered good 18,285,607 16,444,552
c. Advance Income Tax (including for earlier years) 274,881,780 223,357,372
Total 367,798,075 320,165,454

14. Current Investments (Unquoted-Non Trade)

Investments in Fixed Maturity Plan (FMP) (in Units)
0.0000 (999990.0000) ICICI Prudential FMP Series 71-480 Days Plan L Regular Plan Cumulative - 9,999,900
0.0000 (1000190.0000) LIC Nomura MF FMP Series 79-373 Days - Growth Plan -L9 -GP - 10,001,900
0.0000 (1000090.0000) UTI FMP - Yearly FMP Series-March 2014-YFMP(03/2014)-Growth Plan - 10,000,900
0.0000 (2000000.0000) L & T FMP Series -10- PLAN T- Growth - 20,000,000
0.0000 (2000000.0000) T 47 CG Tata FMP Series 47 Scheme C -Plan A -Growth -INF277K01ZB9 - 20,000,000
0.0000 (4000000.0000) UTI Fixed Income Fund Series - XIX (369 days) - Growth Plan - 40,000,000
Investments in Mutual Funds (in Units)
0.0000 (996420.1770) Prudential Saving Fund - Regular Plan - Daily Dividend - 100,191,757
15554838.3210(14803176.3310) LIC Nomura MF Saving Plus Fund - Daily Dividend plan 158,054,268 150,416,555
0.0000 (5769896.5270) Reliance Income Fund - Monthly Dividend Plan- Dividend Payout - 60,000,000
0.0000 (4997257.5620) Sundaram Ultra Short Term Fund - Regular Daily Dividend - 50,157,474
0.0000 (2905.4100) ICICI Prudential Liquid Regular Plan - Growth - 600,000
0.0000 (72780.1500) ICICI Prudential Equity Arbitrage Fund - Regular Dividend - 1,004,081
49458.1320 (49458.1320) Kotak Equity Arbitrage Fund - Bi Monthly Dividend 999,900 999,900
81463.1270 (76765.2800) SBI Arbitrage Opportunities Fund - Regular Plan Dividend 1,066,879 1,005,345
0.0000 (3232.8300) Birla Sun Life Floating Rate Fund Short term Plan fund - 600,000
0.0000 (212.2239) Kotak Liquid Scheme Plan A - Growth - 600,000
18598.8770 (18598.8770) HDFC Balanced Fund - Growth 1,999,900 1,999,900
233238.8390 (0.0000) ICICI Balance Advantage Fund - Regular Dividend 6,124,852 -
200000.0000 (0.0000) JP Morgan India Balanced Advantage Fund - Regular Growth 2,000,000 -
3768.9490 (0.0000) Birla Sun life frontline Equity Fund - Growth - Regular Plan 600,000 -
21004.4180 (0.0000) ICICI Prudential Focussed Bluechip Equity Fund - Growth 600,000 -
26450.4680 (0.0000) Kotak Select Focus Fund - Growth (Regular Plan) 600,000 -
1837195.1170 (0.0000) HDFC Short Term Plan - Growth 50,000,000 -
760418.6870 (0.0000) B32 Birla Sun Life Short Term Fund - Growth - Regular Plan 40,000,000 -
63212.4860 (0.0000) L27SG SBI Premier Liquid Fund -Regular Plan - Growth 150,000,000 -
8789.9584 (0.0000) Kotak Floater Short Term -Growth (Regular Plan) 21,500,000 -
95193.8870 (0.0000) ICICI Prudential Liquid Plan -Growth 21,000,000 -
6969.0010 (0.0000) HDFC Liquid Fund Growth 20,500,000 -
475,045,799 477,577,712
Less : Provision for diminution in the value of Investments 330,211 12,921
Total 474,715,588 477,564,791

15. Inventories
a. Raw Materials and components 139,540,120 142,702,020
b. Stock-in-process 41,422,708 32,182,780
c. Finished goods 1,059,635,209 1,001,802,175
d. Stores and spares 81,225,375 82,226,963
Total 1,321,823,412 1,258,913,938

16. Trade Receivables (Unsecured-Considered Good)

Outstanding over six months 139,161,615 71,143,483
Others 1,745,130,275 1,541,086,601
Total 1,884,291,890 1,612,230,084

17. Cash and Cash equivalents

Cash on hand 1,356,716 1,240,383
Balances with banks 201,956,175 115,135,059
Unclaimed Dividend Bank Accounts 5,988,378 4,910,820
Balances with banks held as margin money 21,599,017 15,518,618
Fixed Deposits with Banks & others * 363,017,093 158,486,307
Total 593,917,379 295,291,187

*Bank Deposits maturing after 12 months 8,472,126 85,536

46
 Cera Sanitaryware Limited
As at As at
31st March, 2016 31st March, 2015
` `

18. Short-term loans and advances (Unsecured-Considered Good)

Balances with Customs and Central Excise Authorities 18,343,750 47,559,402
Others* 291,969,928 204,629,837
Total 310,313,678 252,189,239
* Includes advances to sundry creditors, employees and tax credits available.

19. Other current assets

Interest accrued and receivable 15,891,009 2,573,966
Miscellaneous Expenditure (Not written off) - 80,550
Total 15,891,009 2,654,516

2015-16 2014-15
` `
20. Revenue from Sale of Goods
Revenue from Sale of Goods 9,770,727,193 8,579,948,789
Less : Excise duty 433,857,494 363,271,729
Net Sales 9,336,869,699 8,216,677,060
Particulars of Sale of Goods
Vitreous China Sanitaryware, Faucetware, Fittings, Tiles & Allied products 9,764,502,444 8,575,964,229
Others 6,224,749 3,984,560
Total 9,770,727,193 8,579,948,789

21. Other Income

Interest Income 30,690,288 13,816,145
Dividend Income 10,100,277 1,449,191
Net gain on sale of Investments 14,234,518 64,427
Export Incentive 1,492,531 965,257
Claims Received 15,696,638 27,203,766
Foreign Exchange Fluctuation - 1,974,587
Miscellaneous Income 7,604,509 8,365,614
Items pertaining to Previous year, unspent liabilities & 19,887,754 12,031,709
provisions no longer required written back (Net)
Total 99,706,515 65,870,696

22. Cost of Materials Consumed

Opening Stock 142,702,020 120,386,784
Add : Purchases (Net of Transfers) 758,897,196 731,022,629
901,599,216 851,409,413
Less : Closing Stock 139,540,120 142,702,020
Total 762,059,096 708,707,393
Particulars of Cost of Materials Consumed
Sand, Sandstone, Clays & Chemicals 283,511,274 323,310,474
Accessories & Fittings 28,874,176 19,660,403
Brass ingots and components 449,673,646 365,736,516
Total 762,059,096 708,707,393

23. Purchases
Purchases 3,712,401,265 3,321,574,229
Total 3,712,401,265 3,321,574,229

Particulars of Purchase of Goods

Vitreous China Sanitaryware, Faucetsware, Fittings, Tiles & Allied products 3,712,401,265 3,321,574,229

47
Annual Report 2015-2016
2015-16 2014-15
` `

24. (Increase) / Decrease in Finished Goods and Stock-in-Process

Stock at Commencement
Finished Goods 1,001,802,175 821,664,765
Stock-in-Process 32,182,780 24,894,806
1,033,984,955 846,559,571
Stock at Close
Finished Goods 1,059,635,209 1,001,802,175
Stock-in-Process 41,422,708 32,182,780
1,101,057,917 1,033,984,955
Total (67,072,962) (187,425,384)

25. Employees Benefit Expenses

Salaries, Wages and Bonus 981,555,592 809,969,993
Contributions to Provident and other Funds 80,516,655 67,393,695
Staff and Labour Welfare Expenses 48,053,475 40,001,250
Total 1,110,125,722 917,364,938

26. Finance Costs

Interest Expenses
Interest on term loans 19,977,648 15,421,144
Interest others 31,333,194 60,376,028
Other borrowing costs 3,312,010 1,491,257
Total 54,622,852 77,288,429

27. Other Expenses

Stores, Spares, Chemicals and Packing Materials Consumed 310,274,072 294,123,247
Excise Duty (Net of Opening Provision) 3,755,871 21,282,065
Rent 51,577,201 44,716,725
Power and Fuel consumed 312,581,090 341,575,360
Repairs - Plant and Machinery 19,859,167 11,708,424
Repairs - Building 11,160,996 6,862,000
Repairs - Others 8,134,797 8,187,346
Insurance 10,642,360 9,101,805
Rates and Taxes 1,682,538 2,441,774
Freight and Forwarding Expenses (Net) 394,809,768 354,501,203
Brokerage, Commission and Discounts on Sales 675,994,216 537,900,497
Publicity & Advertisement Expenses 256,909,015 331,438,982
Research & Development Expenses 9,811,983 10,174,611
Bad Debts / Amount written off 1,982,885 3,404,364
Miscellaneous Expenses 316,966,173 282,226,012
Foreign Exchange Fluctuation 782,704 -
Loss on Sale / Discard of Fixed Assets (Net) 977,739 11,520,853
Provision for diminution in the value of Investments 317,290 12,921
Donation 738,151 66,000
Corporate Social Responsibility 16,442,535 8,722,653
Director’s Commission 1,200,000 1,200,000
Total 2,406,600,551 2,281,166,842

2015-16 2014-15
28. Basic & Diluted EPS
Basic & Diluted Earning per share
Profit attributable to the shareholders (`) A 834,641,895 676,645,090
Weighted average number of Equity shares outstanding during the year B 13,005,874 12,680,838
Nominal Value of Equity share (`) 5.00 5.00
Basic Earning per share (F.V. ` 5/- per share) (`) A/B 64.17 53.36
Number of shares for Basic & Dilutive EPS
Weighted average no. of Equity shares outstg. during the year for Basic EPS 13,005,874 12,680,838
Add :Dilutive potential Equity shares - -
Weighted average no. of Equity shares outstg. during the year for Dilutive EPS 13,005,874 12,680,838

48
 Cera Sanitaryware Limited
2015-16 (`) 2014-15 (`)
29. Payments to the Auditors
a. As Auditors 345,000 300,000
b. For Taxation matters 140,000 220,000
c. For Other services 226,850 80,000
d. For Reimbursement of expenses 52,012 45,720
Total 763,862 645,720

30. Transfer of Ceramic Division from Madhusudan Industries Limited (MIL)

The Honourable High Court of Judicature at Gujarat vide its order dated 30.10.2001 has sanctioned the Scheme of Arrangement (the
Scheme) U/s. 391-394 of the Companies Act, 1956 between Madhusudan Industries Limited (“MIL”) and the Company under which all
the assets, liabilities and debts of the Ceramic Division as defined in the Scheme (“the Undertaking”) of “MIL” comprising of Ceramic
Division have been transferred to the Company at net book value with effect from 01.04.2001.
The Name of the Company had been changed from Madhusudan Oils And Fats Limited to Cera Sanitaryware Limited with effect from
01-11-2002 consequent upon the fresh certificate of Incorporation, issued by the Registrar of Companies, Gujarat State, Ahmedabad.

31. Value of Imports on C.I.F. Basis

2015-16 (`) 2014-15 (`)
1. Raw Materials and Chemicals 63,676,007 78,015,069
2. Stores and Spare Parts & Fittings 21,921,598 31,805,628
3. Capital Goods 2,052,271 73,699,373
4. Purchases 746,417,717 637,060,772
Total 834,067,593 820,580,842

32. Value of Raw Materials, Stores & Spare Parts Consumed 2015-16

a. Raw Materials (` ) %
1. Imported 71,609,054 9.40%
(58,465,585) (8.25%)
2. Indigenous 690,450,042 90.60%
(650,241,807) (91.75%)

b. Stores & Spare Parts

1. Imported 16,685,248 16.38%
(11,428,116) (12.93%)
2. Indigenous 85,176,189 83.62%
(76,990,572) (87.07%)

33. Expenditure in Foreign Currencies on account of 2015-16 (`) 2014-15 (`)

1. Travelling 5,772,347 5,212,142
2. Export Commission 1,469,499 998,413
3. Bank Charges 338,693 353,700
4. Technical know-how & Professional fees 2,963,391 2,837,727
5. Others 198,713 21,801

34. Unhedged Foreign Currency Exposure

2015-16 2014-15
Particulars Currency Foreign Currency Equivalent INR Foreign Currency Equivalent INR
Trade Payables USD 27,693 1,834,653 14,925 929,989
Trade Payables EUR - - 29,868 1,999,341
Advance from Customers USD 24,499 1,623,024 19,112 1,190,801
Trade Receivable USD 129,533 8,581,428 158,681 9,887,077
Advance to Suppliers USD 362,076 23,987,079 39,997 2,492,221
Advance to Suppliers EUR 44,737 3,376,015 644 43,076
Bank Balance in EEFC Account USD 192,816 12,773,837 29,487 1,837,232

49
Annual Report 2015-2016
35. Earnings in Foreign Exchange 2015-16 (` ) 2014-15 (`)

Exports of Goods on F.O.B. Basis 80,146,385 63,660,207

36. Contingent liability in respect of :

As on As on
31-03-2016 31-03-2015
(` ) (`)
a. Claims against the Company not acknowledged as debts (Net of Payments). 13,266,300 17,582,820
b. Letters of Credit opened and guarantees given. 138,319,477 75,921,485
c. Estimated amount of contracts remaining to be executed on 204,448,069 85,495,458
capital account not provided for (Net of Advance).
d. Contribution as Capital to Cera Sanitaryware Trading LLC at Dubai. 3,157,000 -
(1 AED = ` 18.04)

37. The Company is receiving balance confirmations from various parties. Due adjustments will be made on receipt thereof, if necessary.

38. Lease of an asset whereby the lessor essentially remains the owner of the asset is classified as operating lease. The payments made
by the company as Lessee in accordance with operational leasing contracts or rental agreements are expensed proportionally during the
lease or rental period respectively. These are generally cancellable and are renewable by mutual consent on mutually agreed terms.

39. Employee Benefits

The Company in pursuance to Accounting Standard 15, Employee Benefits (revised 2005) [‘the revised AS 15’], notified under sub-
section (3C) of section 211 of the Companies Act,1956 obtained acturial reports and based on these reports, following disclosures have
been made in the financial statements for the year ended 31st March, 2016.

1) Brief description of the plans :

The Company has various schemes for long-term benefits such as Provident Fund, Gratuity and Leave Encashment. In case of
funded schemes, the funds are recognised by income tax authorities and administered through trustees/appropriate authorities.

The Company’s defined contribution plans are Provident Fund (exempted employees) recognised by the Income Tax Authorities
and administered through trustees. The Company has no further obligation beyond making contributions and interest shortfall.
Further the pattern of investment for investible funds is as prescribed by the Government. Accordingly other related disclosures in
respect of Provident Fund have not been made.

The Company’s contribution plans are Provident Fund (non exempted employees), Employees’ pension scheme (under the
Provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act,1952), state Employees' plans namely Employees’
State Insurance Fund. The Company has no further obligation beyond making contributions.

The Company’s defined benefit plans also include Gratuity and leave Encashment for all its employees. Gratuity fund recognised by
the Income Tax Authorities is administered through trustees. Liability for Defined Benefit Plan is provided on the basis of valuations,
as at Balance sheet date, carried out by an independent actuary. The actuarial valuation method used by independent actuary for
measuring the liability is the projected unit credit method.

2) Charge to the Profit and Loss Account based on contributions:

2015-16 2014-15
(`) (`)
Provident fund 19,657,168 17,591,408
Employees’ Pension Scheme 18,652,973 15,241,437
ESIC 11,399,667 10,633,321
Total 49,709,808 43,466,166

50
 Cera Sanitaryware Limited
3) Disclosures for defined benefit plans based on actuarial reports as on 31st March, 2016
2015-16 2014-15
Gratuity Leave Encashment Gratuity Leave Encashment
Particulars Funded Plan Non-Funded Plan Funded Plan Non-Funded Plan
(`) (` ) (`) (`)

Change in Defined Benefits Obligation

Opening defined benefits obligation 107,982,554 51,065,283 90,663,719 41,888,071
Current service cost 12,158,550 7,358,648 9,752,111 6,154,653
Interest cost 8,662,272 4,096,415 7,026,438 3,246,326
Actuarial loss / (gain) 15,511,474 8,608,387 12,571,751 10,942,217
Benefits paid (11,386,358) (9,686,983) (12,031,465) (11,165,984)
Closing defined benefits obligation 132,928,492 61,441,750 107,982,554 51,065,283
Change in Fair value of Assets
Opening fair value of plan assets 107,308,416 90,672,224
Expected return on plan assets 9,611,205 7,671,750
Actuarial gain / (loss) (922,465) (694,520)
Contributions by employer 28,360,901 21,690,427
Benefits paid (11,386,358) (12,031,465)
Closing fair value of plan assets 132,971,699 107,308,416
Movement in net liability recognized in Balance Sheet
Net opening liability 674,138 51,065,283 (8,505) 41,888,071
P & L Charge 27,643,555 20,063,450 22,373,070 20,343,196
Contribution Paid (28,360,901) (9,686,983) (21,690,427) (11,165,984)
Closing Net (asset) / liability (43,208) 61,441,750 674,138 51,065,283
Expenses recognized in the Profit and Loss Account
Current Service cost 12,158,549 7,358,648 9,752,111 6,154,653
Interest on defined benefit obligation 8,662,272 4,096,415 7,026,438 3,246,326
Expected return on plan assets (9,611,205) - (7,671,750) -
Net actuarial loss / (gain) recognized
in the current year 16,433,939 8,608,387 13,266,271 10,942,217
Total Expenses 27,643,555 20,063,450 22,373,070 20,343,196
Assets Information
Government of India Securities 32.67% 35.85%
Corporate Bonds 53.62% 52.85%
Special Deposits Scheme 0.74% 0.95%
Others/ Insurance Co. 12.97% 10.35%
Principal actuarial assumption
Discount Rate (p.a.) 8.00% 8.00% 7.75% 7.75%
Expected rate of return on plan assets (p.a.) 8.00% 7.75%
Annual Increase in Salary costs 6.00% 6.00% 5.50% 5.50%
Effect on the aggregate Service Cost & interest cost - -
Effect on defined benefit obligation - -

(4) The Company has provided upto 31.03.2016 ` 614.42 Lacs (` 510.65 Lacs) being increment of discounted value of liability for
unavailed leave of the employees determined as per Acturial Valuation.

51
Annual Report 2015-2016
40. A) Details of Related party transactions during the year ended 31st March, 2016.

Associates Key Management Relatives of Key Total

Type of Transaction Personnel Management Personnel
(`) (`) (`) (`)
Sales - Goods & Materials - - - -
(2,483) (-) (-) (2,483)
Expenses - Remuneration - 107,922,510 4,254,994 112,177,504
(-) (93,268,872) (3,447,480) (96,716,352)
Lease Rent / Rent 9,269,283 - - 9,269,283
(8,545,835) (-) (-) (8,545,835)
Other Services 2,037,524 1,350,000 - 3,387,524
(3,299,748) (1,200,000) (-) (4,499,748)
Donation / Other Expenses 13,800,000 - - 13,800,000
(6,650,000) (-) (-) (6,650,000)
Finance - Rent Deposit paid - - - -
(115,200) (-) (-) (115,200)
- Investment in Subsidiary 196,400,000 - - 196,400,000
(-) (-) (-) (-)
Balance at the end of the year
Rent Deposit 1,946,000 - - 1,946,000
(1,946,000) (-) (-) (1,946,000)

B) Names of related parties and description of relationship :

1. Subsidiary Anjani Tiles Limited
2. Associates Madhusudan Industries Ltd. Vikram Investment Co. Ltd.
Cera Foundation Swadeshi Fan Ind. Ltd.
Indian Council of Sanitaryware Manufactures Madhusudan Holdings Ltd.
3. Key Management Personnel Vikram Somany Atul Sanghvi
S. C. Kothari Dr.K.N.Maiti
Ashok Chhajed Rajesh B. Shah
Govind Bhai Patel Lalit Kumar Bohania
Narendra N. Patel Sajan Kumar Pasari
Deepshikha Khaitan
4. Relatives of Key Management Personnel Smiti Somany Pooja Jain Somany
C) Disclosure in respect of transactions with related parties during the year :
Particulars 2015-16 2014-15
(`) (`)
Sales : Goods & Materials
Madhusudan Industries Ltd. - 2483
Expenses
Lease Rent / Rent
Madhusudan Industries Ltd. 9,269,283 8,545,835
Other Services
Madhusudan Industries Ltd. 1,692,030 1,746,388
Swadeshi Fan Industries Ltd. 206,100 215,860
Indian Council of Sanitaryware Manufactures 10,500 1,337,500
Cera Foundation 128,894 -
Donation
Cera Foundation 13,800,000 6,650,000
Finance
Investment in Subsidiary
Anjani Tiles Limited 196,400,000 -
Rent Deposit Paid
Madhusudan Industries Ltd. - 115,200

52
 Cera Sanitaryware Limited
41. The Company is to apply 2% of average net profits towards Corporate Social Responsibilty (CSR) as per section 135 of the Companies
Act, 2013. The Company has utilised during the year 2015-16 ` 165.81 Lacs (previous year ` 87.89 Lacs) for CSR activities.

42. a) The Company has entered into Joint Venture through a Subsidiary Company, Anjani Tiles Limited, incorporated under the Companies
Act, 2013 into tiles manufacturing business in Andhra Pradesh. The estimated project cost is ` 68 crores. Anjani Tiles Limited has
commenced manufacturing tiles from 1st April, 2016. CERA has invested ` 5.10 crores by taking 51,00,000 Equity Shares and `
14.54 crores in 1% Cummulative Redeemable Preference Shares of ` 10/- each.

b) The Company has entered into a Memorandum of Understanding with foreign partners to invest and participate in Joint Venture to
expand company’s business in UAE. Company has joined with 25% share in “Cera Sanitaryware Trading LLC”, a limited liability
Company in UAE - Dubai, on 21st December, 2015 for Tiles, Flooring materials and Sanitaryware trading.

c) The Company has entered into a Memorandum of Understanding with foreign partners to invest and participate in Joint Venture to
expand company’s business in Sharjah. Company has joined with 50% share in “Cera Sanitaryware Limited FZC”, a limited liability
Company at Hamriyah Free Zone Authority of Government of Sharjah for Tiles, Flooring materials and Sanitaryware trading.

43. Disclosure of trade payables as defined under the Micro, Small and Medium Enterprises Development Act, 2006 is based on the
information available with the Company regarding the status of the suppliers.
Particulars 2015-16 2014-15
` `
a) The principal amount and the interest due thereon
remaning unpaid to any supplier as at the end of the year.
i) Principal 45,001,147 136,478,512
ii) Interest - -
b) The amount of interest paid by the buyer in terms of section 16 along with the amount of the - -
payment made to the supplier beyond the appointed day during the year
c) The amount of interest due and payable for the period of delay in making payment (which has - -
been paid but beyond the appointed day during the year) but without adding the interest specified
d) The amount of interest accrued and remaining unpaid at the end of the year - -
44. Significant accounting policies and practices adopted by the Company are disclosed in the statement annexed to these financial
statement as Annexure - I.

As per our report of even date attached

For and on behalf of
H. V. Vasa & Co.
Rajesh B. Shah Vikram Somany Chairman and Managing Director
Chartered Accountants CFO & COO (Fin. & Comm.)
Deepshikha Khaitan Director
Tushar H. Vasa
Narendra N. Patel Sajan Kumar Pasari Director
Membership No. 16831 President & Company Secretary
Lalit Kumar Bohania Director
Place : Kolkata
Date : 3rd May, 2016 Atul Sanghvi Executive Director

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Annual Report 2015-2016
Annexure - I : Significant accounting policies and practices :
(Annexed to and forming part of the financial statements for the year ended 31st March, 2016)
* Basis of Accounting
The Company prepares its financial statements under the historical cost convention, on an accrual basis of accounting, to comply in all
material respects with the notified Accounting Standards by the Companies Accounting Standards Rules, 2006 and the relevant
provisions of the Companies Act, 1956. In Pursuant to transitional provision with respect to accounting standard u/s 133 of the
Companies Act, 2013.
* Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported balances of assets and liabilities and the disclosure relating to contingent liabilities as
at the date of financial statements and reported amounts of income and expenses during the reporting period. Although these estimates
are based upon management’s best knowledge of current events and actions, actual results could differ from those estimates. Estimates
and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognized in the period
in which the estimate is revised and future periods affected.
* Revenue Recognition:
Revenue is recognized when consideration can be measured reliably and there exist reasonable certainty of its recovery.
(a) Sales
Revenue is recognized when significant risk and rewards of ownership of the goods have been passed on to the buyer.
- In case of Domestic Sales : On dispatch of products to customers.
- In case of Export Sales : On the basis of Bill of lading.
Sales include excise duty and net of discounts, Vat and sales return, as applicable. Sales exclude self-consumption of products.
(b) Service Income
Service income is recognized as per the terms of contracts with the customers when the related services are performed or the
agreed milestones are achieved and are net of service tax, wherever applicable.
(c) Dividend Income
Dividend income is recognized when the unconditional right to receive the income is established.
(d) Interest Income
Interest income is recognized on time proportionate method.
(e) Others
Other Income is accounted on accrual basis except where the receipt of income is uncertain.
* Employee Benefits
(a) Provident Fund is a defined contribution scheme and it is charged to revenue for the year when due.
(b) Contribution to approved Gratuity Fund is made of the present liability for future Gratuity a determined on an actuarial valuation. The
Company has no further obligation except contribution to the fund.
(c) Leave encashment is recognized on the basis of an actuarial valuation made at the end of each year.
* Fixed Assets, Depreciation and Amortization
(a) Fixed Assets transferred on demerger scheme are stated at cost-less accumulated depreciation. Acquisitions and additions are
stated at cost. The Company capitalizes all costs relating to the acquisition and installation of Fixed Assets on net of MODVAT
credits on the assets and adjustments arising from exchange rate variations attributable to the fixed assets are capitalized.
(b) Capital work in progress :
Projects under commissioning and other capital work in progress are carried at cost comprising direct cost, related incidental
expenses and attributable interest. Depreciation on capital work in progress commences when assets are ready for their intended
use and transferred from capital work in progress group to tangible fixed assets group.
(c) Assets acquired under hire purchase installment credit scheme, the cost of asset is capitalized while the annual financial charges
at equated installments are charged to revenue.
(d) Depreciation for the year has been provided on carrying cost at the rates and manner prescribed in Schedule II of the Companies
Act, 2013 as under:
(i) On Plant & Machinery and Electric Plant & Installation on straight-line method, but on incremental cost arising on account of
translation of foreign currency liabilities for acquisition of fixed assets and depreciation is provided as aforesaid over the
residual life of the respective assets.
(ii) On other assets on written down value method on the remaining life of the respective assets.
(e) Leasehold land is amortized over the period of lease.
(f) The value of discarded Plant and Machinery has been written down to the lower of net book value and net realizable value.
(g) Intangible Assets : Expenditure on Computer Software is amortized on written down value method over the period of expected
benefits not exceeding three years.
54
 Cera Sanitaryware Limited
* Inventories
(a) Raw-materials, Packing Materials, Stores and Chemicals are taken at lower of cost and net realizable value following FIFO method.
Cost (Net of CENVAT and Input Tax Credit Availed) of Raw Materials, Stores & Spare Parts, Packing Materials, Finished Goods &
Stock-in-process is determined on FIFO basis.
(b) Stock-in-Process is valued at lower of cost and net realizable value.
(c) Finished goods are valued at lower of cost and net realizable value.
(d) Excise duty on goods manufactured by the Company and remaining in inventory is included as a part of valuation of finished goods.
* Investments
Non-Current Investments are stated at cost. Current investments are carried at lower of cost and fair value. Provision for diminution in
the value of non-current investments is made only, if such a decline is other than temporary in the opinion of the management.
* Leases:
(a) Operating Lease :
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as
operating leases. Operating lease payments are recognized as an expense in the statement of Profit and Loss on a straight-line
basis over the lease term.
(b) Finance Lease :
Leases under which the company assumes substantially all the risks and rewards of ownership are classified as finance leases.
The lower of fair value of asset and present value of minimum lease rentals is capitalized as fixed assets with corresponding amount
shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component
is charged to statement of profit and loss.
* Foreign Currency Transactions
Foreign currency transactions during the year are recorded at rates of exchange prevailing on the date of transaction. Gains and losses
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies as at the end of the year is recognized in the profit and loss account. Accounts Receivable in foreign currency are either
represented by bills of exchange, which in many cases, are immediately discounted with bankers, or accounted at realized amounts.
Exchange differences arising in respect of fixed assets acquired from outside India were capitalized as part of fixed assets.
Derivative transactions are considered as off-balance sheet items and cash flows arising therefrom are recognized in the books of
account as and when the settlements take place in accordance with the terms of the respective contracts over the tenor thereof.
* Borrowing Cost
Borrowing costs that are attributable to the acquisition or construction of a qualifying assets are capitalized as part of the cost of such
asset till the time the asset is ready for the intended use. A qualifying asset is an asset that necessarily takes a substantial period of time
to get ready for its intended use. All other borrowing costs are recognized as an expense in the period in which they are incurred.
* Intangible Assets:
Intangible assets are recognized if and only if it is probable that the future economic benefits that are attributable to the assets will flow
to the Company and the cost of the asset can be measured reliably in accordance with the notified Accounting Standard-26.
* Provisions and Contingent Liabilities:
A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of
resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement
benefits) are not discounted to its present value and are determined based on best estimates required to settle the obligation at the
balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent
liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in financial statement.
* Taxation
Provision for tax for the year comprises current Income-tax determined to be payable in respect of taxable income and deferred tax being
the tax effect of timing differences representing the difference between taxable income and accounting income that originate in one
period, and are capable of reversal in one or more subsequent period(s).
* Earning per Share
The earnings considered in ascertaining the company’s Earnings per Share (EPS) comprise the net profit after tax. The number of
shares used in computing Basic EPS is the weighted average number of shares outstanding during the year. The diluted EPS is
calculated on the same basis as Basic EPS, after adjusting for the effects of potential dilutive equity shares.
* Impairment of Assets
Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the
amount may not be recoverable. An impairment loss is recognized for the amount by which the assets’ carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of the assets’ net selling price and its value in use.

55
Annual Report 2015-2016
I ndependent Auditors' Report
To, about whether the consolidated financial statements are free
The Members of Cera Sanitaryware Limited from material misstatement.

Report on the Consolidated Financial Statements 5. An audit involves performing procedures to obtain audit
evidence about the amounts and the disclosures in the
1. We have audited the accompanying consolidated financial consolidated financial statements. The procedures selected
statements of CERA SANITARYWARE LIMITED (hereinafter depend on the auditor’s judgment, including the assessment
referred to as “the Holding Company”)and its subsidiary of the risks of material misstatement of the consolidated
Company (the Holding Company and its subsidiary company financial statements, whether due to fraud or error. In making
together referred to as “the Group”), comprising of the those risk assessments, the auditor considers internal
Consolidated Balance Sheet as at 31st March, 2016, the financial control relevant to the Holding Company’s
Consolidated Statement of Profit and Loss, the Consolidated preparation of the consolidated financial statements that give
Cash Flow Statement for the year then ended, and a summary a true and fair view in order to design audit procedures that
of the significant accounting policies and other explanatory are appropriate in the circumstances but not for the purpose
information prepared based on the relevant records of expressing an opinion on whether the Holding Company
(hereinafter referred to as “the consolidated financial has an adequate internal financial controls system over
statements”). financial reporting in place and the operating effectiveness of
such controls. An audit also includes evaluating the
Management’s Responsibility for the Consolidated
appropriateness of the accounting policies used and the
Financial Statements
reasonableness of the accounting estimates made by the
2. The Holding Company’s Board of Directors is responsible Holding Company’s Board of Directors, as well as evaluating
for the preparation of these consolidated financial statements the overall presentation of the consolidated financial
in terms of the requirements of the Companies Act, 2013 statements.
(hereinafter referred to as “the Act”) that give a true and fair
6. We believe that the audit evidence obtained by us and the
view of the consolidated financial position, consolidated
audit evidence obtained by the other auditors in terms of their
financial performance and consolidated cash flows of the
reports referred to in sub-paragraph (a) of the Other Matters
Group in accordance with the accounting principles generally
paragraph below, is sufficient and appropriate to provide a
accepted in India, including the Accounting Standards
basis for our audit opinion on the consolidated financial
specified under Section 133 of the Act, read with Rule 7 of the
statements.
Companies (Accounts) Rules, 2014. The Board of Directors
of the Holding company is also responsible for ensuring Opinion
accuracy of records including financial information considered
necessary for the preparation of Consolidated Financial 7. In our opinion and to the best of our information and according
Statements. The respective Board of Directors of the to the explanations given to us, the aforesaid consolidated
companies included in the Group are responsible for financial statements give the information required by the Act
maintenance of adequate accounting records in accordance in the manner so required and give a true and fair view in
with the provisions of the Act for safeguarding the assets of conformity with the accounting principles generally accepted
the Group and for preventing and detecting frauds and other in India, of the consolidated state of affairs of the Group, as
irregularities; the selection and application of appropriate at 31st March, 2016, and their consolidated profit and their
accounting policies; making judgments and estimates that consolidated cash flows for the year ended on that date.
are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that Other Matters
were operating effectively for ensuring the accuracy and
8. We did not audit the financial statements / financial information
completeness of the accounting records, relevant to the
of Anjani Tiles Ltd. subsidiary, whose financial statements /
preparation and presentation of the financial statements that
financial information reflect total assets of ` 76.66 Crores as
give a true and fair view and are free from material
at 31st March, 2016, total revenues of ` NIL and net cash
misstatement, whether due to fraud or error, which have
flows amounting to ` 0.65 Crores for the year ended on that
been used for the purpose of preparation of the consolidated
date, as considered in the consolidated financial statements.
financial statements by the Directors of the Holding Company,
These financial statements / financial information have been
as aforesaid.
audited by other auditors whose reports have been furnished
Auditor’s Responsibility to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and
3. Our responsibility is to express an opinion on these disclosures included in respect of the subsidiary and our
consolidated financial statements based on our audit. While report in terms of sub-sections (3) and (11) of Section 143 of
conducting the audit, we have taken into account the the Act, in so far as it relates to the aforesaid subsidiary, is
provisions of the Act, the accounting and auditing standards based solely on the reports of the other auditors.
and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made 9. Our opinion on the consolidated financial statements, and
there under. our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with
4. We conducted our audit in accordance with the Standards respect to our reliance on the work done and the reports of
on Auditing specified under Section 143(10) of the Act. Those the other auditors and the financial statements / financial
Standards require that we comply with ethical requirements information certified by the Management.
and plan and perform the audit to obtain reasonable assurance

56
 Cera Sanitaryware Limited
Report on Other Legal and Regulatory Requirements The Annexure – A to Independent Auditors’ Report
10. As required by Section 143(3) of the Act, we report, to the Referred to in paragraph 10 (f) of the Independent Auditors’ Report
extent applicable, that: of even date to the members of CERA SANITARYWARE LIMITED
(a) We have sought and obtained all the information and on the consolidated financial statements for the year ended 31st
explanations which to the best of our knowledge and March, 2016.
belief were necessary for the purposes of our audit of
the aforesaid consolidated financial statements. Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013
(b) In our opinion, proper books of account as required by (“the Act”)
law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears 1. We have audited the internal financial controls over financial
from our examination of those books and the reports reporting of Cera Sanitaryware Limited (“the Holding
of the other auditors. Company”) and its subsidiary as of March 31, 2016 in
(c) The Consolidated Balance Sheet, the Consolidated conjunction with our audit of the consolidated financial
Statement of Profit and Loss, and the Consolidated statements of the Company for the year ended on that date.
Cash Flow Statement dealt with by this Report are in
Management’s Responsibility for Internal Financial
agreement with the relevant books of account
Controls
maintained for the purpose of preparation of the
consolidated financial statements. 2. The respective Board of Directors of the Holding Company
(d) In our opinion, the aforesaid consolidated financial and its subsidiary company, its associate companies and
statements comply with the Accounting Standards are responsible for establishing and maintaining internal
specified under Section 133 of the Act, read with Rule financial controls based on the internal control over financial
7 of the Companies (Accounts) Rules, 2014. reporting criteria established by the Company considering
the essential components of internal control stated in the
(e) On the basis of the written representations received
Guidance Note on Audit of Internal Financial Controls Over
from the directors of the Holding Company as on 31st
Financial Reporting issued by the Institute of Chartered
March, 2016 taken on record by the Board of Directors
Accountants of India (the “Guidance Note”). These
of the Holding Company and the reports of the statutory
responsibilities include the design, implementation and
auditors of its subsidiary company, associate
maintenance of adequate internal financial controls that were
companies and jointly controlled companies
operating effectively for ensuring the orderly and efficient
incorporated in India, none of the directors of the Group
conduct of its business, including adherence to company’s
companies, its associate companies and jointly
policies, the safeguarding of its assets, the prevention and
controlled companies incorporated in India is
detection of frauds and errors, the accuracy and
disqualified as on 31st March, 2016 from being appointed
completeness of the accounting records, and the timely
as a director in terms of Section 164 (2) of the Act.
preparation of reliable financial information, as required under
(f) With respect to the adequacy of the Internal Financial the Companies Act, 2013.
Controls over financial reporting of the Holding
Company, its subsidiary company incorporated in India Auditors Responsibility
and the operating effectiveness of such controls, refer
3. Our responsibility is to express an opinion on the internal
to our separate Report in Annexure A
financial controls over financial reporting based on our audit.
(g) With respect to the other matters to be included in the We conducted our audit in accordance with the Guidance
Auditor’s Report in accordance with Rule 11 of the Note and the Standards on Auditing, issued by ICAI and
Companies (Audit and Auditors) Rules, 2014, in our deemed to be prescribed under section 143(10) of the
opinion and to the best of our information and according Companies Act, 2013, to the extent applicable to an audit of
to the explanations given to us: internal financial controls, both applicable to and audit of
i. The consolidated financial statements disclosed Internal Financial Controls and, both issued by the Institute
the impact, if any, of pending litigations as at March of Chartered Accountants of India. Those Standards and the
31, 2016 on the consolidated financial position of Guidance Note require that we comply with ethical
the Group refer Note No.35. requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal
ii. The Holding Company, its Subsidiary company
financial controls over financial reporting was established
did not have any material foreseeable losses on
and maintained and if such controls operated effectively in all
long-term contracts including derivative contracts.
material respects.
iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor 4. Our audit involves performing procedures to obtain evidence
Education and Protection Fund by the Holding about the adequacy of the internal financial controls system
Company and its subsidiary company. over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting,
For H. V. Vasa & Co. assessing the risk that a material weakness exists and testing
Chartered Accountants and evaluating the design and operating effectiveness of
Firm Reg. No. 131054W internal control based on the assessed risk. The procedure
Tushar H. Vasa selected depend on the auditor’s judgement, including the
Place : Ahmedabad Proprietor assessment of the risks of material misstatement of the
Date : 3rd May, 2016 Membership No. 16831 financial statements, whether due to fraud or error.

57
Annual Report 2015-2016
5. We believe that the audit evidence we have obtained and the misstatements due to error or fraud may occur and not be
audit evidence obtained by the other Auditor in terms of their detected. Also, projections of any evaluation of the internal
report referred to in the matters paragraph below, is sufficient financial controls over financial reporting to future periods
and appropriate to provide a basis for our audit opinion on the are subject to the risk that the internal financial control over
Company’s internal financial controls system over financial financial reporting may become inadequate because of
reporting. changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Meaning of Internal Financial Controls over Financial
Reporting Opinion

6. A Company’s internal financial control over financial reporting 8. In our opinion, the Holding Company, its subsidiary Company
is a process designed to provide reasonable assurance and in all material respects, an adequate internal financial
regarding the reliability of financial reporting and the controls system over financial reporting and such internal
preparation of financial statements for external purposes in financial controls over financial reporting were operating
accordance with generally accepted accounting principles. effectively as at March 31, 2016, based on the internal control
A Company’s internal financial control over financial reporting stated in the Guidance Note on Audit of Internal Financial
includes those policies and procedures that (1) pertain to the Controls Over Financial Reporting issued by the Institute of
maintenance of records that, in reasonable details, accurately Chartered Accountants of India.
and fairly reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable assurance Other Matters
that transactions are recorded as necessary to permit
9. Our aforesaid reports under Section 143(3)(i) of the
preparation of financial statements in accordance with
Companies Act, 2013 on the adequacy and operating
generally accepted accounting principles, and that receipts
effectiveness of the Internal Financial Controls over financial
and expenditures of the company are being made only in
reporting in so far as it relates to One subsidiary Company,
accordance with authorities of management and directors of
is based on the corresponding reports of the auditors of
the Company; and (3) provide reasonable assurance
such company. Our opinion is not qualified in respect of this
regarding prevention or timely detection of unauthorized
matter.
acquisition, use, or disposition of the Company’s assets that
could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over

Financial Reporting For H. V. Vasa & Co.
Chartered Accountants
7. Because of the inherent limitations of internal financial controls Firm Reg. No. 131054W
over financial reporting, including the possibility of collusion Tushar H. Vasa
or improper management override of controls, material Place : Ahmedabad Proprietor
Date : 3rd May, 2016 Membership No. 16831

58
 Cera Sanitaryware Limited
C onsolidated Balance Sheet as at 31st March, 2016
Particulars Note As at
No. 31st March, 2016
`
I EQUITY AND LIABILITIES
1. Shareholders’ Funds
(a) Share Capital 1 65,029,370
(b) Reserves and Surplus 2 4,144,774,458
4,209,803,828
2. Minority Interest 163,985,736
3. Non - current Liabilities
(a) Long-term Borrowings 3 369,131,711
(b) Deferred Tax Liabilities (Net) 4 343,928,721
(c) Other Long-term Liabilities 5 98,349,086
(d) Long-term Provisions 6 402,382,982
1,213,792,500
4. Current Liabilities
(a) Short-term Borrowings 7 208,458,483
(b) Trade Payables 8
(i) Micro, Small & Medium Enterprises (Refer Note no. 41) 45,001,147
(ii) Others 615,212,466
(c) Other Current Liabilities 9 1,292,583,914
(d) Short-term Provisions 10 286,914,578
2,448,170,588
Total 8,035,752,652
II ASSETS
1. Non-current Assets
(a) Fixed Assets
(i) Tangible Assets 11 2,293,230,403
(ii) Intangible Assets 11 4,544,754
(iii) Capital Work-in-progress 11 651,142,878
(iv) Intangible Assets under development 11 -
(b) Non-current Investments 12 13,000
(c) Long-term Loans and Advances 13 371,548,075
3,320,479,110
2. Current Assets
(a) Current Investments 14 474,715,588
(b) Inventories 15 1,357,192,264
(c) Trade Receivables 16 1,884,291,890
(d) Cash and Cash equivalents 17 600,481,782
(e) Short-term Loans and Advances 18 382,659,049
(f) Other Current Assets 19 15,932,969
4,715,273,542
Total 8,035,752,652
Significant Accounting Policies
Notes to Accounts on Financial Statements 29 to 42
As per our report of even date attached
For and on behalf of
H. V. Vasa & Co.
Vikram Somany Chairman and Managing Director
Firm Registration No. : 131054W Rajesh B. Shah
Chartered Accountants CFO & COO (Fin. & Comm.) Deepshikha Khaitan Director
Tushar H. Vasa
Proprietor Sajan Kumar Pasari Director
Narendra N. Patel
Membership No. 16831
President & Company Secretary Lalit Kumar Bohania Director
Place : Kolkata
Date : 3rd May, 2016 Atul Sanghvi Executive Director
59
Annual Report 2015-2016
C onsolidated Statement of Profit and Loss for the year ended 31st March, 2016
Particulars Note 2015-16
No. `
I Revenue from Sale of Goods 20 9,770,727,193
Less : Excise duty 433,857,494
Net Sales 9,336,869,699

II Other Income 21 99,706,515

III Total Revenue (I + II) 9,436,576,214

IV Expenses :
Cost of Materials Consumed 22 762,059,096
Purchases 23 3,712,401,265
Changes in Inventories of Finished Goods, 24 (67,072,962)
Stock-in-process and Stock-in-Trade
Employee Benefits Expenses 25 1,110,125,722
Finance Costs 26 54,622,852
Depreciation and Amortization Expenses 163,197,795

Other Expenses 27 2,406,600,551

Total Expenses 8,141,934,319

V Profit before tax (III-IV) 1,294,641,895

VI Tax expense:
(1) Current tax (including for earlier years) 394,312,181
(2) Deferred tax 65,687,819
460,000,000

VII Profit for the period (V - VI) 834,641,895

VIII Earnings per equity share of face value of ` 5/- each

Basic & Diluted 28 64.17

Significant Accounting Policies

Notes to Accounts on Financial Statements 29 to 42

As per our report of even date attached

For and on behalf of
H. V. Vasa & Co.
Vikram Somany Chairman and Managing Director
Firm Registration No. : 131054W Rajesh B. Shah
Chartered Accountants CFO & COO (Fin. & Comm.) Deepshikha Khaitan Director
Tushar H. Vasa
Proprietor Sajan Kumar Pasari Director
Membership No. 16831 Narendra N. Patel
President & Company Secretary Lalit Kumar Bohania Director
Place : Kolkata
Date : 3rd May, 2016 Atul Sanghvi Executive Director
60
 Cera Sanitaryware Limited
C onsolidated Cash Flow Statement for the year ended 31st March, 2016
Particulars Year ended March 31, 2016
` `
A. Cash flow from operating activities
Net Profit before tax 1,294,641,895
Adjusted for
Depreciation 163,197,795
Foreign Exchange (loss) / gain (782,704)
Provision for diminution in value of Investments 317,290
Interest Charged 51,310,842
Interest received (30,690,288)
Dividend received (10,100,277)
Foreign Exchange Variation (Income) / Loss 782,704
Profit on Sale of Investments (14,234,518)
Amortisation of Lease hold Land 59,870
(Profit) / Loss on Sale of Fixed Assets (Net) 977,739
160,838,453
Operating profit before working capital changes 1,455,480,348
Adjustments for changes in working capital
Inventories (98,278,326)
Trade and other Receivable (272,061,806)
Short-term loans and advances (130,422,906)
Other Current Assets (13,278,453)
Long-term loans and advances 141,787
Trade Payable 173,662,416
Short Term Provision 22,622,634
Other Current Liabilities 293,850,497
Long Term Provisions 314,786
Other Long Term Liabilities 5,654,890
(17,794,481)
Cash generated from operations 1,437,685,867
Direct taxes paid (299,706,091)
Net cash from operating activities: Total (A) 1,137,979,776
B. Cash flow from investing activities
Purchase of fixed assets (903,786,919)
Proceeds from sale of fixed assets 13,982,132
Purchase of Current Investments (320,624,099)
Sale of Current Investments 337,390,530
Interest received 30,690,288
Dividend received 10,100,277
Net cash used in investing activities: Total (B) (832,247,791)
C. Cash flow from financing activities
Proceeds from issue of share capital by Subsidiary 163,600,000
Right issue expenses -
Proceeds from borrowings/Repayment of Loan (14,995,812)
Dividend paid (81,286,713)
Tax on distributed profit (16,548,023)
Interest paid (51,310,842)
Net cash used in financing activities: Total (C) (541,390)

Net changes in cash & cash equivalents (A+B+C) 305,190,595

Cash & cash equivalent-Opening Balance 295,291,187
Cash & cash equivalent-Closing Balance 600,481,782
As per our report of even date attached
For and on behalf of
H. V. Vasa & Co.
Rajesh B. Shah Vikram Somany Chairman and Managing Director
Firm Registration No. : 131054W
Chartered Accountants CFO & COO (Fin. & Comm.)
Deepshikha Khaitan Director
Tushar H. Vasa
Proprietor Sajan Kumar Pasari Director
Narendra N. Patel
Membership No. 16831 President & Company Secretary
Lalit Kumar Bohania Director
Place : Kolkata
Date : 3rd May, 2016 Atul Sanghvi Executive Director
61
Annual Report 2015-2016
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

As at
31st March, 2016
`
1. Share Capital
A Authorised, Issued, Subscribed & Paid up Share Capital
Authorised
2,00,00,000 Equity Shares of ` 5/- each 100,000,000
Total 100,000,000

Issued, Subscribed & Paid Up

1,30,05,874 Equity Shares of ` 5/- each fully paid up 65,029,370
Total 65,029,370

Terms / rights attached to Equity Shares :

The Company has only one class of Equity Shares having a par value of ` 5/-
per share. Each holder of Equity Shares is entitled to one vote per share
and each equity share carries an equal right to dividend.

B Issue of Bonus Shares As at

31st March, 2016
No. of Shares

Equity Shares allotted as fully paid by way of Bonus Shares 6,327,437

During the year ended March 31, 2011 Company had issued 63,27,437
equity shares of ` 5/- each by way of fully paid up bonus shares by
capitalisation of Securities Premium.

C Reconciliation of the number of Equity Shares outstanding is set out below : As at

31st March, 2016
No. of Shares
Particulars
Shares at the beginning of the year 13,005,874
Add : Issued during the year -
Shares outstanding at the end of the year 13,005,874

D Details of shareholders holding more than 5% of the aggregate shares :

As at 31st March, 2016
Name of Shareholder No. of Shares held % of Holding
Vikram Investment Co. Ltd. 2,900,275 22.30%

Shri Vikram Somany 1,045,847 8.04%

Smt Smiti Somany 1,542,240 11.86%

62
 Cera Sanitaryware Limited
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

As at
31st March, 2016
`
2. Reserves & Surplus
a. Securities Premium Reserve
As per last Balance Sheet 809,593,606
Add : On issue of shares -
Balance at the end of the year 809,593,606
b. General Reserve
As per last Balance Sheet 2,142,445,003
Less : Depreciation on assets for period prior to 31.03.2014 -
Add : Transferred from Profit & Loss Account 393,121,585
Balance at the end of the year 2,535,566,588
c. Profit & Loss Account
As per last Balance Sheet 500,000,000
Add : Net Profit for the year 834,641,895
Less : Proposed Dividends ` 9/- per share (117,371,912)
Tax on Dividend (24,534,134)
Transfer to Reserves (393,121,585)
Balance at the end of the year 799,614,264
Total 4,144,774,458

3. Long Term Borrowings

Secured :
Term Loans from Banks : (Refer Note no-9(a))
(i) From State Bank of India 18,000,000
(Secured by mortgage of Fixed Assets situated at 9,GIDC Industrial
Estate, Residential Colony at Kadi and charge by hypothecation of
movable Assets and Kadoli, Lamba, Patelka and Kalyanpur windmills),
repayable in 20 quarterly installments, from November, 2012 to February,
2018.
(ii) From Kotak Mahindra Bank Ltd 35,353,535
Secured by mortgage of property at Acropolis Mall at Ahmedabad,
(Repayable in 36 monthly installments, from December, 2014 to
November, 2017).
(iii) From Federal Bank 315,778,176
Secured by mortgage of Company’s land at survey No. 522/3, 524, 526
at Eguva Raju Palem Village, Guduru, Nellore Dist. (Repayable in 22
quarterly installments, from April, 2017 to September, 2023).
Total 369,131,711

4. Deferred Tax Liability (Net)

Deferred Tax Liabilities on account of :
Depreciation (including of earlier years) 365,210,931
Deferred Expenses 55,753
365,266,684
Less : Deferred Tax Assets on account of :
Expenses allowable on payment basis 21,337,963
Total 343,928,721
5. Other Long Term Liabilities
Deposits by Dealers 95,344,144
Other liabilities 3,004,942
Total 98,349,086

6. Long Term Provisions

(a) Provision for employees’ benefits 314,786
(b) Provision for Taxation 402,068,196
Total 402,382,982

63
Annual Report 2015-2016
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

As at
31st March, 2016
`
7. Short Term Borrowings
Secured :
(a) Working Capital Loans from Bank 208,458,483
From State Bank of India (Secured by hypothecation of Current Assets,
Windmills at Kadoli, Lamba, Patelka and Kalyanpur and mortgage of Fixed
Assets situated at 9, GIDC Industrial Estate and Residential Colony at Kadi).
Total 208,458,483

8. Trade Payable
Due to Micro, Small & Medium Enterprises (Refer Note no - 41) 45,001,147
Others 615,212,466
Total 660,213,613

9. Other Current Liabilities

(a) Current maturities of long term debts (Refer Note no - 3) 89,030,303
(b) Unclaimed dividends* 5,988,378
(c) Unpaid matured deposits and interest accrued thereon 162,882
(d ) Other payables** 1,197,402,351
Total 1,292,583,914
* Amount to be transferred to the Investor education and protection fund shall be
determined on respective due dates.
** Includes statutory dues, Advance received from customers, amounts payable to
Employees.

10. Short Term Provisions

(a) Provision for employees’ benefits 145,394,268
(b) Others
- Proposed Dividend 117,052,866
- Tax on Dividend 24,467,444
Total 286,914,578

11. Fixed Assets

Description Gross Block Depreciation / Amortisation Net Block
As at Additions / Deductions / Balance As at For Deductions / Upto As at
1st April Adjustments Adjustments as at 31 st 1st April the Adjustments 31 st March 31 st March
2015 March 2016 2015 year 2016 2016
` ` ` ` ` ` ` ` `
(i) TANGIBLE ASSETS :
a Owned Assets :
Leasehold Land 1,226,424 - 59,870 1,166,554 - - - - 1,166,554
Freehold Land 49,443,565 37,643,700 - 87,087,265 - - - - 87,087,265
Buildings 728,444,112 107,436,171 - 835,880,283 206,563,332 54,730,983 - 261,294,315 574,585,968
Plant & Machinery 1,911,565,907 130,589,832 54,471,962 1,987,683,777 410,752,223 72,741,599 41,318,180 442,175,642 1,545,508,135
Furniture & Fixtures 109,649,191 34,084,039 2,075,728 141,657,502 63,513,257 23,318,584 1,739,895 85,091,946 56,565,556
Vehicles 52,820,958 16,322,245 6,624,143 62,519,060 30,552,190 8,803,831 5,153,886 34,202,135 28,316,925
b LEASED ASSETS : - - - - - - - - -
Vehicles
(Transfer to Vehicles on
Completion of Loan)
Sub - Total ( i ) 2,853,150,157 326,075,987 63,231,703 3,115,994,441 711,381,002 159,594,997 48,211,961 822,764,038 2,293,230,403
(ii) INTANGIBLE ASSETS :
Computer Software 26,024,809 3,415,041 - 29,439,850 20,998,989 3,896,107 - 24,895,096 4,544,754
Sub -Total ( ii ) 26,024,809 3,415,041 - 29,439,850 20,998,989 3,896,107 - 24,895,096 4,544,754
(iii) Less : Depreciation of - - - - - (293,309) - - -
Anjani Tiles Ltd.
transferred to Capital
Work-in-Proggress
Total ( i + ii + iii) 2,879,174,966 329,491,028 63,231,703 3,145,434,291 732,379,991 163,197,795 48,211,961 847,659,134 2,297,775,157
(iv) Capital Work -in-
Progress 651,142,878

64
 Cera Sanitaryware Limited
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

As at
31st March, 2016
`
12. Non Current Investments (Unquoted - At Cost)
Government securities (Deposited with Government Departments)
National Savings Certificates 13,000
Total 13,000

13. Long Term Loans and Advances

a. Capital Advances - Unsecured-considered good 74,630,688
b. Security Deposits - Unsecured-considered good 22,035,607
c. Advance Income Tax (including for earlier years) 274,881,780
Total 371,548,075

14. Current Investments (Unquoted-Non Trade)

Investments in Mutual Funds (in Units)
15554838.3210 LIC Nomura MF Saving Plus Fund - Daily Dividend Plan 158,054,268
49458.1320 Kotak Equity Arbitrage Fund - Bi Monthly Dividend 999,900
81463.1270 SBI Arbitrage Opportunities Fund - Regular Plan Dividend 1,066,879
18598.8770 HDFC Balanced Fund - Growth 1,999,900
233238.8390 ICICI Balance Advantage Fund - Regular Dividend 6,124,852
200000.0000 JP Morgan India Balanced Advantage Fund - Regular Growth 2,000,000
3768.9490 Birla Sun life frontline Equity Fund - Growth - Regular Plan 600,000
21004.4180 ICICI Prudential Focussed Bluechip Equity Fund - Growth 600,000
26450.4680 Kotak Select Focus Fund - Growth (Regular Plan) 600,000
1837195.1170 HDFC Short Term Plan - Growth 50,000,000
760418.6870 B32 Birla Sun Life Short Term Fund - Growth - Regular Plan 40,000,000
63212.4860 L27SG SBI Premier Liquid Fund - Regular Plan - Growth 150,000,000
8789.9584 Kotak Floater Short Term - Growth (Regular Plan) 21,500,000
95193.8870 ICICI Prudential Liquid Plan - Growth 21,000,000
6969.0010 HDFC Liquid Fund Growth 20,500,000
475,045,799
Less : Provision for diminution in the value of Investments 330,211
Total 474,715,588

15. Inventories
a. Raw Materials and components 159,742,329
b. Stock-in-process 41,422,708
c. Finished goods 1,059,635,209
d. Stores and spares 96,392,018
Total 1,357,192,264

16. Trade Receivables (Unsecured-Considered Good)

Outstanding over six months 139,161,615
Others 1,745,130,275
Total 1,884,291,890

65
Annual Report 2015-2016
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

As at
31st March, 2016
`

17. Cash and Cash equivalents

Cash on hand 1,505,416
Balances with banks 202,064,147
Unclaimed Dividend Bank Accounts 5,988,378
Balances with banks held as margin money 22,899,017
Fixed Deposits with Banks & others * 368,024,824
Total 600,481,782

*Bank Deposits maturing after 12 months 8,472,126

18. Short-term loans and advances (Unsecured-Considered Good)

Balances with Customs and Central Excise Authorities 73,679,746
Others* 308,979,303
Total 382,659,049
* Includes advances to sundry creditors, employees and tax credits available.

19. Other current assets

Interest accrued and receivable 15,932,969
Miscellaneous Expenditure (Not written off) -
Total 15,932,969

2015-16
`
20. Revenue from Sale of Goods
Revenue from Sale of Goods 9,770,727,193
Less : Excise duty 433,857,494
Net Sales 9,336,869,699
Particulars of Sale of Goods
Vitreous China Sanitaryware, Faucetware, Fittings, Tiles & Allied products 9,764,502,444
Others 6,224,749
Total 9,770,727,193

21. Other Income

Interest Income 30,690,288
Dividend Income 10,100,277
Net gain on sale of Investments 14,234,518
Export Incentive 1,492,531
Claims Received 15,696,638
Miscellaneous Income 7,604,509
Items pertaining to Previous year, unspent liabilities & 19,887,754
provisions no longer required written back (Net)
Total 99,706,515

22. Cost of Materials Consumed

Opening Stock 142,702,020
Add : Purchases (Net of Transfers) 758,897,196
901,599,216
Less : Closing Stock 139,540,120
Total 762,059,096
Particulars of Cost of Materials Consumed
Sand, Sandstone, Clays & Chemicals 283,511,274
Accessories & Fittings 28,874,176
Brass ingots and components 449,673,646
Total 762,059,096

66
 Cera Sanitaryware Limited
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

2015-16
`

23. Purchases
Purchases 3,712,401,265
Total 3,712,401,265

Particulars of Purchase of Goods

Vitreous China Sanitaryware, Faucetsware, Fittings, Tiles & Allied products 3,712,401,265

24. (Increase) / Decrease in Finished Goods and Stock-in-Process

Stock at Commencement
Finished Goods 1,001,802,175
Stock-in-Process 32,182,780
1,033,984,955
Stock at Close
Finished Goods 1,059,635,209
Stock-in-Process 41,422,708
1,101,057,917
Total (67,072,962)

25. Employees Benefit Expenses

Salaries, Wages and Bonus 981,555,592
Contributions to Provident and other Funds 80,516,655
Staff and Labour Welfare Expenses 48,053,475
Total 1,110,125,722

26. Finance Costs

Interest Expenses
Interest on term loans 19,977,648
Interest others 31,333,194
Other borrowing costs 3,312,010
Total 54,622,852

27. Other Expenses

Stores, Spares, Chemicals and Packing Materials Consumed 310,274,072
Excise Duty (Net of Opening Provision) 3,755,871
Rent 51,577,201
Power and Fuel consumed 312,581,090
Repairs - Plant and Machinery 19,859,167
Repairs - Building 11,160,996
Repairs - Others 8,134,797
Insurance 10,642,360
Rates and Taxes 1,682,538
Freight and Forwarding Expenses (Net) 394,809,768
Brokerage, Commission and Discounts on Sales 675,994,216
Publicity & Advertisement Expenses 256,909,015
Research & Development Expenses 9,811,983
Bad Debts / Amount written off 1,982,885
Miscellaneous Expenses 316,966,173
Foreign Exchange Fluctuation 782,704
Loss on Sale / Discard of Fixed Assets (Net) 977,739
Provision for diminution in the value of Investments 317,290
Donation 738,151
Corporate Social Responsibility 16,442,535
Director’s Commission 1,200,000
Total 2,406,600,551

67
Annual Report 2015-2016
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

2015-16
28. Basic & Diluted EPS
Basic & Diluted Earning per share
Profit attributable to the shareholders (`) A 834,256,159
Weighted average number of Equity shares outstanding during the year B 13,005,874
Nominal Value of Equity share (`) 5.00
Basic Earning per share (F.V. ` 5/- per share) (`) A/B 64.14
Number of shares for Basic & Dilutive EPS
Weighted average no. of Equity shares outstg. during the year for Basic EPS 13,005,874
Add :Dilutive potential Equity shares -
Weighted average no. of Equity shares outstg. during the year for Dilutive EPS 13,005,874

2015-16 (`)
29. Payments to the Auditors
a. As Auditors 420,000
b. For Taxation matters 140,000
c. For Other services 226,850
d. For Reimbursement of expenses 52,912
Total 839,762

30. Value of Imports on C.I.F. Basis

1. Raw Materials and Chemicals 63,676,007
2. Stores and Spare Parts & Fittings 21,921,598
3. Capital Goods 339,137,007
4. Purchases 746,417,717
Total 1,171,152,329

31. Value of Raw Materials, Stores & Spare Parts Consumed 2015-16

a. Raw Materials (` ) %
1. Imported 71,609,054 9.32%
2. Indigenous 696,962,051 90.68%

b. Stores & Spare Parts

1. Imported 16,881,346 16.38%
2. Indigenous 85,176,189 83.62%

32. Expenditure in Foreign Currencies on account of 2015-16 (`)

1. Travelling 5,772,347
2. Export Commission 1,469,499
3. Bank Charges 338,693
4. Technical know-how & Professional fees 2,963,391
5. Others 336,790

33. Unhedged Foreign Currency Exposure

Particulars Currency 2015-16
Foreign Currency Equivalent INR
Trade Payables USD 27,693 1,834,653
Advance from Customers USD 24,499 1,623,024
Trade Receivables USD 129,533 8,581,428
Advance to Suppliers USD 362,076 23,987,079
Advance to Suppliers EUR 44,737 3,376,015
Bank Balance in EEFC Account USD 192,816 12,773,837
68
 Cera Sanitaryware Limited
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

2015-16
(` )
34. Earnings in Foreign Exchange
Exports of Goods on F.O.B. Basis 80,146,385

As on
31-03-2016
(` )
35. Contingent liability in respect of :
a. Claims against the Company not acknowledged as debts (Net of Payments). 13,266,300
b. Letters of Credit opened and guarantees given. 144,819,477
c. Estimated amount of contracts remaining to be executed on 204,448,069
capital account not provided for (Net of Advance).
d. Contribution as Capital to Cera Sanitaryware Trading LLC at Dubai. 3,157,000
(1 AED = ` 18.04)

36. The Company is receiving balance confirmations from various parties. Due adjustments will be made on receipt thereof, if necessary.

37. Lease of an asset whereby the lessor essentially remains the owner of the asset is classified as operating lease. The payments made
by the Company as Lessee in accordance with operational leasing contracts or rental agreements are expensed proportionally during
the lease or rental period respectively. The minimum lease payment due within one year under opertaional lease is ` 59,870/-.

38. Employee Benefits

The Company in pursuance to Accounting Standard 15, Employee Benefits (revised 2005) [‘the revised AS 15’], notified under sub-
section (3C) of section 211 of the Companies Act, 1956 obtained acturial reports and based on these reports, following disclosures have
been made in the financial statements for the year ended 31st March, 2016.

1) Brief description of the plans :

The Company has various schemes for long-term benefits such as Provident Fund, Gratuity and Leave Encashment. In case of
funded schemes, the funds are recognised by income tax authorities and administered through trustees/appropriate authorities.

The Company’s defined contribution plans are Provident Fund (exempted employees) recognised by the Income Tax Authorities
and administered through trustees. The Company has no further obligation beyond making contributions and interest shortfall.
Further the pattern of investment for investible funds is as prescribed by the Government. Accordingly other related disclosures
in respect of Provident Fund have not been made.

The Company’s contribution plans are Provident Fund (non exempted employees), Employees’ pension scheme (under the
Provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952), state plans namely Employees’ State
Insurance Fund. The Company has no further obligation beyond making contributions.

The Company’s defined benefit plans also include Gratuity and leave Encashment for all its employees. Gratuity fund recognised by
the Income Tax Authorities is administered through trustees.Liability for Defined Benefit Plan is provided on the basis of valuations,
as at Balance sheet date, carried out by an independent actuary. The actuarial valuation method used by independent actuary for
measuring the liability is the projected unit credit method.

This being a first year, the subsidiary has provided liablity of gratuity fund based on actuarial valuation.

2015-16
(`)
2) Charge to the Profit and Loss Account based on contributions:
Provident fund 19,657,168
Employees’ Pension Scheme 18,652,973
ESIC 11,399,667
Total 49,709,808

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Annual Report 2015-2016
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

3) Disclosures for defined benefit plans based on actuarial reports as on 31st March, 2016
2015-16
Gratuity Gratuity Leave Encashment
Particulars Funded Plan Non-Funded Non-Funded Plan
Plan
(`) (`) (`)

Change in Defined Benefits Obligation

Opening defined benefits obligation 107,982,554 51,065,283
Current service cost 12,158,550 92,258 7,358,648
Interest cost 8,662,272 4,096,415
Actuarial loss / (gain) 15,511,474 222,528 8,608,387
Benefits paid (11,386,358) (9,686,983)
Closing defined benefits obligation 132,928,492 61,441,750
Change in Fair value of Assets
Opening fair value of plan assets 107,308,416
Expected return on plan assets 9,611,205
Actuarial gain / (loss) (922,465)
Contributions by employer 28,360,901
Benefits paid (11,386,358)
Closing fair value of plan assets 132,971,699
Movement in net liability recognized in Balance Sheet
Net opening liability 674,138 51,065,283
P & L Charge 27,643,555 20,063,450
Contribution Paid (28,360,901) (9,686,983)
Closing Net (asset) / liability (43,208) 61,441,750
Expenses recognized in the Profit and Loss Account
Current Service cost 12,158,549 92,258 7,358,648
Interest on defined benefit obligation 8,662,272 4,096,415
Expected return on plan assets (9,611,205) -
Net actuarial loss / (gain) recognized
in the current year 16,433,939 222,528 8,608,387
Total Expenses 27,643,555 20,063,450
Assets Information
Government of India Securities 32.67%
Corporate Bonds 53.62%
Special Deposits Scheme 0.74%
Others/ Insurance Co. 12.97%
Principal actuarial assumption
Discount Rate (p.a.) 8.00% 8.00% 8.00%
Expected rate of return on plan assets (p.a.) 8.00%
Annual Increase in Salary costs 6.00% 4.00% 6.00%
Effect on the aggregate Service Cost & interest cost - -
Effect on defined benefit obligation - -

(4) The Company has provided up to 31.03.2016 ` 614.42 Lacs (` 510.65 Lacs) being increment of discounted value of liability for
unavailed leave of the employees determined as per Acturial Valuation.

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 Cera Sanitaryware Limited
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

39. A) Details of Related party transactions during the year ended 31st March, 2016.

Associates Key Management Relatives of Key Total

Type of Transaction Personnel Management Personnel
(`) (`) (`) (`)
Purchase / Sales - Purchase of Land 34,666,830 34,666,830
Expenses - Remuneration - 107,922,510 4,728,994 112,651,504
Lease Rent/Rent 9,269,283 9,269,283
Other Services 2,037,524 1,350,000 - 3,387,524
Donation/Other Expenses 13,800,000 - 13,800,000
Balance at the end of the year
Rent Deposit 1,946,000 - 1,946,000

B) Names of related parties and description of relationship :

1. Subsidiary —
2. Associates Madhusudan Industries Ltd. Vikram Investment Co. Ltd.
Cera Foundation Swadeshi Fan Ind. Ltd.
Indian Council of Sanitaryware Manufactures Madhusudan Holdings Ltd.
Anjani Vishnu Holdings Ltd.
3. Key Management Personnel Vikram Somany Atul Sanghvi
S. C. Kothari Dr. K. N. Maiti
Ashok Chhajed Rajesh B. Shah
Govindbhai Patel Lalit Kumar Bohania
Narendra N. Patel Sajan Kumar Pasari
Deepshikha Khaitan C V K Raju
P V R L N Raju
4. Relatives of Key Management Personnel Smiti Somany Pooja Jain Somany
P S Naveen P Sindhoori
C Sandhya Raju

C) Disclosure in respect of transactions with related parties during the year :

Particulars 2015-16
(` )
Purchase of Land
Anjani Vishnu Holdings Ltd. 34,666,830
Expenses
Lease Rent / Rent
Madhusudan Industries Ltd. 9,269,283
Other Services
Madhusudan Industries Ltd. 1,692,030
Swadeshi Fan Industries Ltd. 206,100
Indian Council of Sanitaryware Manufactures 10,500
Cera Foundation 128,894
Donation
Cera Foundation 13,800,000

40. a) Anjani Tiles Limited, incorporated under the Companies Act, 2013 became subsidiary of Cera Sanitaryware Limited during the year.
This being the first year of consolidated financial statement, previous year figures are not given.
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Annual Report 2015-2016
Consolidated Notes forming part of the Financial Statements as at 31st March, 2016

b) The Company has entered into a Memorandum of Understanding with foreign partners to invest and participate in Joint Venture to
expand Company’s business in UAE. Company has joined with 25% share in “Cera Sanitaryware Trading LLC”, a limited liability
Company in UAE - Dubai, on 21st December, 2015 for Tiles, Flooring materials and Sanitaryware trading.

c) The Company has entered into a Memorandum of Understanding with foreign partners to invest and participate in Joint Venture to
expand Company’s business in Sharjah. Company has joined with 50% share in “Cera Sanitaryware Limited FZC”, a limited liability
Company at Hamriyah Free Zone Authority of Government of Sharjah for Tiles, Flooring materials and Sanitaryware trading.
41. Disclosure of trade payables as defined under the Micro, Small and Medium Enterprises Development Act, 2006 is based on the
information available with the company regarding the status of the suppliers.
Particulars 2015-16
`
a) The principal amount and the interest due thereon
remaning unpaid to any supplier as at the end of the year.
i) Principal 45,001,147
ii) Interest -
b) The amount of interest paid by the buyer in terms of section 16 along with the amount of the -
payment made to the supplier beyond the appointed day during the year
c) The amount of interest due and payable for the period of delay in making payment (which has -
been paid but beyond the appointed day during the year) but without adding the interest specified
d) The amount of interest accrued and remaining unpaid at the end of the year -
42. Significant accounting policies and practices adopted by the Company are disclosed in the statement annexed to these financial
statement as Annexure - I.

As per our report of even date attached

For and on behalf of
H. V. Vasa & Co.
Firm Registration No. : 131054W Rajesh B. Shah Vikram Somany Chairman and Managing Director
Chartered Accountants CFO & COO (Fin. & Comm.)
Deepshikha Khaitan Director
Tushar H. Vasa
Proprietor Sajan Kumar Pasari Director
Narendra N. Patel
Membership No. 16831 President & Company Secretary
Lalit Kumar Bohania Director
Place : Kolkata
Date : 3rd May, 2016 Atul Sanghvi Executive Director

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 Cera Sanitaryware Limited
Annexure - I : Significant accounting policies and practices :
(Annexed to and forming part of the consolidated financial statements for the year ended 31st March, 2016)
* Basis of Accounting
The Company prepares its financial statements under the historical cost convention, on an accrual basis of accounting, to comply in all
material respects with the notified Accounting Standards by the Companies Accounting Standards Rules, 2006 and the relevant
provisions of the Companies Act, 1956. In Pursuant to transitional provision with respect to accounting standard u/s 133 of the
Companies Act, 2013.
* Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported balances of assets and liabilities and the disclosure relating to contingent liabilities as
at the date of financial statements and reported amounts of income and expenses during the reporting period. Although these estimates
are based upon management’s best knowledge of current events and actions, actual results could differ from those estimates. Estimates
and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognized in the period
in which the estimate is revised and future periods affected.
* Principles of Consolidation :
(a) The consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS21) on "Consolidated
Financial Statements" notified under the Companies (Accounting Standards) Rules, 2006 on the basis of the separate audited
financial statements of Parent Company, Cera Sanitaryware Limited and Subsidiary Company, Anjani Tiles Limited.
(b) The Consolidated Financial Statements are prepared in the same manner as that of Parent Company, i.e. year ended March, 2016,
in the same manner as far as possible as the Company's separate Financial Statement.
(c) Financial Statements of the Subsidiary Company used in the consolidation are drawn for the same period as that of the Parent
Company i.e. year ended March, 2016.
* Revenue Recognition:
Revenue is recognized when consideration can be measured reliably and there exist reasonable certainty of its recovery.
(a) Sales
Revenue is recognized when significant risk and rewards of ownership of the goods have been passed on to the buyer.
- In case of Domestic Sales : On dispatch of products to customers.
- In case of Export Sales : On the basis of Bill of lading.
Sales include excise duty and net of discounts, Vat and sales return, as applicable. Sales exclude self-consumption of products.
(b) Service Income
Service income is recognized as per the terms of contracts with the customers when the related services are performed or the
agreed milestones are achieved and are net of service tax, wherever applicable.
(c) Dividend Income
Dividend income is recognized when the unconditional right to receive the income is established.
(d) Interest Income
Interest income is recognized on time proportionate method.
(e) Others
Other Income is accounted on accrual basis except where the receipt of income is uncertain.
* Employee Benefits
(a) Provident Fund is a defined contribution scheme and it is charged to revenue for the year when due.
(b) Contribution to approved Gratuity Fund is made of the present liability for future Gratuity a determined on an actuarial valuation. The
Company has no further obligation except contribution to the fund.
(c) Leave encashment is recognized on the basis of an actuarial valuation made at the end of each year.
* Fixed Assets, Depreciation and Amortization
(a) Fixed Assets transferred on demerger scheme are stated at cost-less accumulated depreciation. Acquisitions and additions are
stated at cost. The Company capitalizes all costs relating to the acquisition and installation of Fixed Assets on net of MODVAT
credits on the assets and adjustments arising from exchange rate variations attributable to the fixed assets are capitalized.
(b) Capital work in progress :
Projects under commissioning and other capital work in progress are carried at cost comprising direct cost, related incidental
expenses and attributable interest. Depreciation on capital work in progress commences when assets are ready for their intended
use and transferred from capital work in progress group to tangible fixed assets group.
(c) Assets acquired under hire purchase installment credit scheme, the cost of asset is capitalized while the annual financial charges
at equated installments are charged to revenue.
(d) Depreciation for the year has been provided on carrying cost at the rates and manner prescribed in Schedule II of the Companies
Act, 2013 as under:
(i) On Plant & Machinery and Electric Plant & Installation on straight-line method, but on incremental cost arising on account of
translation of foreign currency liabilities for acquisition of fixed assets and depreciation is provided as aforesaid over the
residual life of the respective assets.
(ii) On other assets on written down value method on the remaining life of the respective assets
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Annual Report 2015-2016
(e) Leasehold land is amortized over the period of lease.
(f) The value of discarded Plant and Machinery has been written down to the lower of net book value and net realizable value.
(g) Intangible Assets : Expenditure on Computer Software is amortized on written down value method over the period of expected
benefits not exceeding three years.
* Inventories
(a) Raw-materials, Packing Materials, Stores and Chemicals are taken at lower of cost and net realizable value following FIFO method.
Cost (Net of CENVAT and Input Tax Credit Availed) of Raw Materials, Stores & Spare Parts, Packing Materials, Finished Goods &
Stock-in-process is determined on FIFO basis.
(b) Stock-in-Process is valued at lower of cost and net realizable value.
(c) Finished goods are valued at lower of cost and net realizable value.
(d) Excise duty on goods manufactured by the Company and remaining in inventory is included as a part of valuation of finished goods.
* Investments
Non-Current Investments are stated at cost. Current investments are carried at lower of cost and fair value. Provision for diminution in
the value of non-current investments is made only, if such a decline is other than temporary in the opinion of the management.
* Leases:
(a) Operating Lease :
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as
operating leases. Operating lease payments are recognized as an expense in the statement of Profit and Loss on a straight-line
basis over the lease term.
(b) Finance Lease :
Leases under which the company assumes substantially all the risks and rewards of ownership are classified as finance leases.
The lower of fair value of asset and present value of minimum lease rentals is capitalized as fixed assets with corresponding amount
shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component
is charged to statement of profit and loss.
* Foreign Currency Transactions
Foreign currency transactions during the year are recorded at rates of exchange prevailing on the date of transaction. Gains and losses
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies as at the end of the year is recognized in the profit and loss account. Accounts Receivable in foreign currency are either
represented by bills of exchange, which in many cases, are immediately discounted with bankers, or accounted at realized amounts.
Exchange differences arising in respect of fixed assets acquired from outside India were capitalized as part of fixed assets.
Derivative transactions are considered as off-balance sheet items and cash flows arising therefrom are recognized in the books of
account as and when the settlements take place in accordance with the terms of the respective contracts over the tenor thereof.
* Borrowing Cost
Borrowing costs that are attributable to the acquisition or construction of a qualifying assets are capitalized as part of the cost of such
asset till the time the asset is ready for the intended use. A qualifying asset is an asset that necessarily takes a substantial period of time
to get ready for its intended use. All other borrowing costs are recognized as an expense in the period in which they are incurred.
* Intangible Assets:
Intangible assets are recognized if and only if it is probable that the future economic benefits that are attributable to the assets will flow
to the Company and the cost of the asset can be measured reliably in accordance with the notified Accounting Standard-26.
* Provisions and Contingent Liabilities:
A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of
resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement
benefits) are not discounted to its present value and are determined based on best estimates required to settle the obligation at the
balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent
liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in financial statement.
* Taxation
Provision for tax for the year comprises current Income-tax determined to be payable in respect of taxable income and deferred tax being
the tax effect of timing differences representing the difference between taxable income and accounting income that originate in one
period, and are capable of reversal in one or more subsequent period(s).
* Earning per Share
The earnings considered in ascertaining the company’s Earnings per Share (EPS) comprise the net profit after tax. The number of
shares used in computing Basic EPS is the weighted average number of shares outstanding during the year. The diluted EPS is
calculated on the same basis as Basic EPS, after adjusting for the effects of potential dilutive equity shares.
* Impairment of Assets
Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the
amount may not be recoverable. An impairment loss is recognized for the amount by which the assets’ carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of the assets’ net selling price and its value in use.

74
 Cera Sanitaryware Limited
Regd. Office : 9, GIDC Industrial Estate, Kadi - 382 715, Dist. Mehsana, Gujarat.
www.cera-india.com; Phone : (02764) 242329, 262619, 262638; Fax : (02764) 242465;
E-mail : kadi@cera-india.com; CIN : L26910GJ1998PLC034400

DP ID Client ID Folio No. No. of shares held

ATTENDANCE SLIP
Annual General Meeting - 2016
at Regd. Office : 9, GIDC Industrial Estate, Kadi - 382 715, Dist. Mehsana, Gujarat.

Name of the attending Member/Proxy (In block letters) :

I hereby record my presence at the Annual General Meeting held at 11.30 a.m. on 29 th July, 2016.

Member's / Proxy's Signature

Notes : 1. Please bring this attendance slip to the meeting and handover at the entrance duly filled in.
2. Members are requested to bring copy of Annual Report with them.

Cera Sanitaryware Limited

Regd. Office : 9, GIDC Industrial Estate, Kadi - 382 715, Dist. Mehsana, Gujarat.
www.cera-india.com; Phone : (02764) 242329, 262619, 262638; Fax : (02764) 242465;
E-mail : kadi@cera-india.com; CIN : L26910GJ1998PLC034400
(Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014)

PROXY FORM
Name of the member(s) :
Registered address :
E-mail Id :
Folio No. / Client Id :
DP Id :

I/We, being a member(s) of shares of Cera Sanitaryware Limited, hereby appoint :

1. Name :
Address :
E-mail Id :
Signature , or failing him

2. Name :
Address :
E-mail Id :
Signature , or failing him

3. Name :
Address :
E-mail Id :
Signature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 18th Annual General Meeting of the Company to be held
on Friday, the 29th July, 2016 at 11.30 a.m. at the registered office of the Company at 9, GIDC Industrial Estate, Kadi-382715, Dist. Mehsana,
and at any adjournment thereof in respect of such resolutions as are indicated below:
PTO
 R oute Map for Annual General Meeting

Resolutions: For Against

1. To consider and adopt Audited Financial Statements, Reports of Board of Directors and Auditors.

2. Declaration of dividend on Equity Shares.

3. Reappointment of Smt. Deepshikha Khaitan as Director, who retires by rotation.

4. Appointment of Auditors and fixing their remuneration.

5. To ratify the remuneration payable to Cost Auditors.

6. To approve Related Party Transactions.

7. To retain Dr. K. N. Maiti as Consultant.

Signed this day of 2016. Affix

Revenue
Stamp
Signature of Shareholder(s)

Signature of Proxy Holder(s)

Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less
than 48 hours before the commencement of the Meeting.